SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Tessler Roy

(Last)

(First)

(Middle)

29903 AGOURA ROAD

(Street)

AGOURA HILLS

91301

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/28/2008

3. Issuer Name and Ticker or Trading Symbol
THQ INC [ THQI ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP, Production and WW Studios

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common	528	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Option to Purchase Common Stock	10/20/2009 ^{( 1 )}	10/20/2013	Common	8,900	9.9	D
Option to Purchase Common Stock	08/06/2005 ^{( 2 )}	08/06/2009	Common	1,500	12.9733	D
Option to Purchase Common Stock	02/14/2009 ^{( 3 )}	02/14/2013	Common	30,000	18.75	D
Option to Purchase Common Stock	07/18/2007 ^{( 4 )}	07/18/2011	Common	10,000	20.74	D
Option to Purchase Common Stock	10/14/2006 ^{( 5 )}	10/14/2010	Common	3,374	24.2	D
Option to Purchase Common Stock	09/21/2008 ^{( 6 )}	09/21/2012	Common	5,850	26.35	D
Performance Accelerated Restricted Stock Units	^{( 7 )}	09/21/2012	Common	1,050	^{( 7 )}	D
Restricted Stock Units	^{( 8 )}	03/13/2011	Common	3,000	^{( 8 )}	D

Explanation of Responses:

1. One-third of the Option vests on each of the first, second and third anniversary of the Grant Date, which was 10/20/2008.

2. One-third of the Option vests on each of the first, second and third anniversary of the Grant Date, which was 8/6/2004.

3. One-third of the Option vests on each of the first, second and third anniversary of the Grant Date, which was 2/14/2008.

4. One-third of the Option vests on each of the first, second and third anniversary of the Grant Date, which was 7/18/2006.

5. One-third of the Option vests on each of the first, second and third anniversary of the Grant Date, which was 10/14/2005.

6. One-third of the Option vests on each of the first, second and third anniversary of the Grant Date, which was 9/21/2007.

7. The Performance Accelerated Restricted Stock Units (PARSUs) were granted on 9/21/2007 pursuant to the THQ Inc. 2006 Long-Term Incentive Plan. The PARSUs are subject to forfeiture and will vest five years after the grant date; however, vesting may be accelerated if certain company-related performance criteria are met each fiscal year during the term of the PARSUs. The PARSUs will be settled one-for-one in shares of common stock upon vesting, unless the participant has elected to defer receipt of PARSUs pursuant to the THQ Inc. Stock Unit Deferred Compensation Plan.

8. The Restricted Stock Units (RSUs) were granted on March 13, 2008 pursuant to the THQ Inc. 2006 Long-Term Incentive Plan. The RSUs are subject to forfeiture and will vest three years after the grant date. The RSUs will be settled one-for-one in shares of common stock upon vesting.

Remarks:

	Roy Tessler	11/06/2008
	** 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 5 (b)(v).
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