HOTT Hot Topic, Inc. (MM)

This Amendment No. 6 to Schedule 13D (this “Amendment No. 6”) is being filed by and on behalf of each of the Reporting Persons to amend the Schedule 13D related to the Common Stock of Issuer previously filed by the Reporting Persons with the Securities and Exchange Commission (the “Commission”) on September 2, 2010, as amended and/or supplemented by Amendment No. 1 to the Schedule 13D filed on September 21, 2010, Amendment No. 2 to the Schedule 13D filed on October 18, 2010, Amendment No. 3 to the Schedule 13D filed on April 13, 2011, Amendment No. 4 to the Schedule 13D filed on September 14, 2012, and Amendment No. 5 to the Schedule 13D filed on March 8, 2013 (as amended, the “Schedule 13D”). This Amendment No. 6 is being filed to report a change in beneficial ownership relating to the disposition of shares of Common Stock of the Issuer by the Reporting Persons in connection with the Merger. Each capitalized term used and not defined herein shall have the meaning assigned to such term in the Schedule 13D. Except as otherwise provided herein, each Item of the Schedule 13D remains unchanged.

Item 4. Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended and/or supplemented as follows:

“On June 12, 2013, pursuant to the Merger Agreement, Merger Sub merged with and into the Issuer, and the Issuer continued as the surviving corporation and as a wholly owned subsidiary of Parent (the “Merger”). Pursuant to the Merger Agreement, (i) each share of Common Stock of the Issuer issued and outstanding immediately prior to the effective time of the Merger was cancelled and converted into the right to receive $14.00 in cash, without interest and less any applicable withholding tax, and (ii) each option to acquire shares of Common Stock of the Issuer outstanding immediately prior to the effective time of the Merger was cancelled and converted into the right to receive a cash payment equal to the excess, if any, of $14.00 over the exercise price per share of such option, less any applicable tax withholding.”

Item 5. Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

“(a) The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by each Reporting Person is stated in Items 11 and 13 on the cover page(s) hereto.

Each Reporting Person declares that neither the filing of this Schedule 13D nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this Schedule 13D.

Each Reporting Person may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the purposes of Section 13(d) or 13(g) of the Act. Each Reporting Person declares that neither the filing of this Schedule 13D nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act) with any other person as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of the issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any syndicate or group with respect to the Issuer or any securities of the Issuer.

(b) Number of shares as to which each Reporting Person has:

See Item 10 on the cover page(s) hereto.

The Becker Drapkin Funds, the Managed Account, Mr. Becker and Mr. Drapkin are the record and direct beneficial owners of the securities covered by this Schedule 13D.

Mr. Becker has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the shares of Common Stock of the Issuer owned by him (the “Becker Shares”). Mr. Becker disclaims beneficial ownership of the Drapkin Shares.

Mr. Drapkin has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the shares of Common Stock of the Issuer owned by him (the “Drapkin Shares”). Mr. Drapkin disclaims beneficial ownership of the Becker Shares.

Becker Drapkin QP has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the shares of Common Stock of the Issuer owned by it (the “Becker Drapkin QP Shares”). Becker Drapkin QP disclaims beneficial ownership of the Becker Drapkin, L.P. Shares and BD Partners I Shares.

Becker Drapkin, L.P. has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the shares of Common Stock of the Issuer owned by it (the “Becker Drapkin, L.P. Shares”). Becker Drapkin, L.P. disclaims beneficial ownership of the Becker Drapkin QP Shares and BD Partners I Shares.

BD Partners I, L.P. has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the shares of Common Stock of the Issuer owned by it (the “BD Partners I Shares,” and together with the Becker Drapkin QP Shares and the Becker Drapkin, L.P. Shares, the “Becker Drapkin Funds Shares”). BD Partners I, L.P. disclaims beneficial ownership of the Becker Drapkin QP Shares and Becker Drapkin, L.P. Shares.

As general partner of the Becker Drapkin Funds, BD Management may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Becker Drapkin Funds Shares. BD Management in its capacity as investment manager for the Managed Account has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the shares of Common Stock of the Issuer held by the Managed Account (the “Managed Account Shares”). BD Management does not directly own any shares of Common Stock of the Issuer and disclaims beneficial ownership of the Becker Drapkin Funds Shares and the Managed Account Shares.

As general partner of BD Management, BCA may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) any shares of Common Stock of the Issuer beneficially owned by BD Management. BCA does not directly own any shares of Common Stock of the Issuer and disclaims beneficial ownership of any shares of Common Stock of the Issuer beneficially owned by BD Management.

As co-managing members of BCA, each of Messrs. Becker and Drapkin may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) any shares of Common Stock of the Issuer beneficially owned by BCA. Each of Messrs. Becker and Drapkin disclaims beneficial ownership of any shares of Common Stock of the Issuer beneficially owned by BCA.

As of the date hereof, no Reporting Person owns any shares of Common Stock of the Issuer other than as set forth in this Item 5.

(c) Transactions in the class of securities reported on that were effected during the past sixty days or since the most recent filing of Schedule 13D, whichever is less, by the Reporting Persons are described below:

(d) Not applicable.

(e) The Reporting Persons no longer beneficially own any shares of Common Stock of the Issuer effective June 12, 2013.”

Item 7. Material to be Filed as Exhibits

Item 7 of the Schedule 13D is hereby amended and restated in its entirety as follows:

“The following exhibits are filed as exhibits hereto:

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

EXHIBIT INDEX