Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
BONNIE SHELBY W
  2. Issuer Name and Ticker or Trading Symbol
CNET NETWORKS INC [CNET]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O CNET, 235 SECOND STREET
3. Date of Earliest Transaction (Month/Day/Year)
12/20/2006
(Street)

SAN FRANCISCO, CA 94105-3124
4. If Amendment, Date 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
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $ 58.688 12/20/2006   D(1)(2)     100,000   (1)(2) 04/28/2009 Common Stock 100,000 $ 0 (1) (2) 0 D  
Stock Option (right to buy) (1) (2) 12/20/2006   A(1)(2)   100,000     (1)(2)   (3) Common Stock 100,000 $ 0 (1) (2) 100,000 D  
Stock Option (right to buy) $ 24.625 12/20/2006   D(1)(2)     200,000   (1)(2) 04/17/2010 Common Stock 200,000 $ 0 (1) (2) 0 D  
Stock Option (right to buy) (1) (2) 12/20/2006   A(1)(2)   200,000     (1)(2)   (3) Common Stock 200,000 $ 0 (1) (2) 200,000 D  
Stock Option (right to buy) $ 3.42 12/20/2006   D(1)(2)     400,000   (1)(2) 10/08/2011 Common Stock 400,000 $ 0 (1) (2) 0 D  
Stock Option (right to buy) (1) (2) 12/20/2006   A(1)(2)   400,000     (1)(2)   (3) Common Stock 400,000 $ 0 (1) (2) 400,000 D  
Stock Option (right to buy) $ 4.67 12/20/2006   D(1)(2)     250,000   (1)(2) 06/24/2013 Common Stock 250,000 $ 0 (1) (2) 0 D  
Stock Option (right to buy) (1) (2) 12/20/2006   A(1)(2)   250,000     (1)(2)   (3) Common Stock 250,000 $ 0 (1) (2) 250,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
BONNIE SHELBY W
C/O CNET
235 SECOND STREET
SAN FRANCISCO, CA 94105-3124
  X      

Signatures

 /s/ Delida Costin, attorney-in-fact for Shelby W. Bonnie   12/22/2006
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The reporting person has entered into an agreement, dated December 20, 2006 (the "Agreement"), with CNET Networks Inc. (the "Company") to have the exercise prices of certain options granted to the reporting person reset to be equal to, and in no event less than, the fair market value of a share of the Company's common stock on the applicable accounting measurement date for the grant. These accounting measurement dates are being determined by the Company (the date of the determination, the "Determination Date"). Within two business days after the Determination Date, the reporting person will file an amendment to this Form 4 to reflect the amended exercise prices of all relevant stock options. (Continued to footnote 2.)
(2) See the Company's Current Report on Form 8-K dated December 20, 2006 for additional information. For Section 16 reporting purposes only, the increases in option exercise prices are deemed to be a cancellation of the old options and the grant of replacement options. The other terms of the outstanding options (including the vesting of the options) remain unchanged.
(3) Pursuant to the terms of the Agreement, these options will expire at the later of the 30-day period measured from the first date each option can be exercised in compliance with applicable federal securities laws and in conformity with applicable standards under Internal Revenue Code Section 409A, and February 8, 2007 but in no event later than the expiration date of the maximum term of each option.

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