Form 4 CAREY CHASE For: Jun 23 (10K)

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

CAREY CHASE

(Last)

(First)

(Middle)

C/O THE DIRECTV GROUP, INC., 2230 EAST IMPERIAL HIGHWAY

(Street)

EL SEGUNDO

90245

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
DIRECTV GROUP INC [DTV]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
06/23/2009

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/23/2009		M⁽¹⁾		50,000	A	$ 15.69	680,892	D
Common Stock	06/23/2009		F⁽²⁾		40,506	D	$ 24 ⁽⁴⁾	640,386	D
Common Stock	06/23/2009		S⁽³⁾		9,494	D	$ 24 ⁽⁴⁾	630,892	D
Common Stock	06/23/2009		M⁽¹⁾		403,133	A	$ 22.43	1,034,025	D
Common Stock	06/23/2009		F⁽²⁾		392,441	D	$ 23.57 ⁽⁶⁾	641,584	D
Common Stock	06/23/2009		S⁽⁵⁾		10,692	D	$ 23.57 ⁽⁶⁾	630,892	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (right to buy)

$ 15.69

06/23/2009

M⁽¹⁾

50,000

03/16/2004

11/15/2009

Common Stock

50,000

$ 0 ⁽⁷⁾

364,296

Stock Option (right to buy)

$ 22.43

06/23/2009

M⁽¹⁾

403,133 ⁽⁸⁾

12/31/2008

06/30/2009⁽⁹⁾

Common Stock

403,133

$ 0 ⁽⁷⁾

Explanation of Responses:

1. Exercise of stock options granted pursuant to Rule 16b-3 qualified Incentive Plan (The DIRECTV Group, Inc. Amended and Restated 2004 Stock Plan).

2. Shares withheld from payment of exercise price and tax withholding.

3. Shares sold pursuant to a plan entered into on March 12, 2009, relating solely to stock options otherwise expiring September 6, 2009 and November 15, 2009 intended to comply with the requirements of Rule 10b5-1 of the Securities Exchange Act of 1934.

4. Shares sold in multiple transactions with an average execution price of $24.00

5. Shares sold pursuant to a plan entered into on June 15, 2009, relating solely to stock options otherwise expiring June 30, 2009 intended to comply with the requirements of Rule 10b5-1 of the Securities Exchange Act of 1934.

6. Shares sold in multiple transactions with an average execution price of $23.57

7. Employee stock option granted pursuant to Rule 16b-3 qualified Incentive Plan (The DIRECTV Group, Inc. Amended and Restated 2004 Stock Plan).

8. A total of 1,209,400 options were granted on August 13, 2007, vesting in three equal annual installments (rounded to the nearest whole share, or 403,133 per installment) beginning December 31, 2008.

9. The expiration date of August 13, 2017 will be accelerated to June 30, 2009 as a consequence of Mr. Carey's resignation as President and Chief Executive Officer of the Company effective on July 1, 2009.

	Jan Williamson, Attorney-in-Fact	06/25/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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