SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                 SCHEDULE 13G
                                (Rule 13d-102)


             INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
           TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
                           PURSUANT TO RULE 13d-2(b)

                         (Amendment No.____________)


                                  GameStop Corp
--------------------------------------------------------------------------------
                                (Name of Issuer)

                                  Class B Common Stock

--------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                   36467W208

--------------------------------------------------------------------------------
                                 (CUSIP Number)

                                 December 31, 2006

--------------------------------------------------------------------------------
            (Date of Event Which Requires Filing of this Statement)


     Check the  appropriate  box to  designate  the rule  pursuant to which this
Schedule is filed:

          [_]  Rule 13d-1(b)

          [X]  Rule 13d-1(c)

          [_]  Rule 13d-1(d)


----------
(1)  The  remainder  of this  cover  page  shall be filled  out for a  reporting
     person's  initial  filing on this form with respect to the subject class of
     securities,  and for any subsequent amendment containing  information which
     would alter the disclosures provided in a prior cover page.

     The  information  required in the remainder of this cover page shall not be
deemed to be "filed"  for the purpose of Section 18 of the  Securities  Exchange
Act of 1934 or otherwise  subject to the  liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).




<PAGE>

CUSIP No. 36467W208                  13G                    Page __ of___ Pages


________________________________________________________________________________
1.   NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Deephaven Capital Management LLC
41-1908497
________________________________________________________________________________
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                 (a)  [X]
                                                                 (b)  [ ]

________________________________________________________________________________
3.   SEC USE ONLY



________________________________________________________________________________
4.   CITIZENSHIP OR PLACE OF ORGANIZATION


Delaware
________________________________________________________________________________
  NUMBER OF    5.   SOLE VOTING POWER
                    
   SHARES           1,996,200
               _________________________________________________________________
BENEFICIALLY   6.   SHARED VOTING POWER
                    
  OWNED BY          0
               _________________________________________________________________
    EACH       7.   SOLE DISPOSITIVE POWER
                    
  REPORTING         1,996,200
               _________________________________________________________________
   PERSON      8.   SHARED DISPOSITIVE POWER
                    
    WITH            0
________________________________________________________________________________
9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


1,996,200
________________________________________________________________________________
10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

                                                                          [_]

________________________________________________________________________________
11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9


6.68%
________________________________________________________________________________
12.  TYPE OF REPORTING PERSON*
IA

Deephaven Capital Management LLC ("Deephaven") is the investment manager to one
or more private funds and/or separately managed accounts (collectively, the 
"Funds").  As investment manager to the Funds, Deephaven has full voting and 
dispositive power with respect to the 1,996,200 shares of the common stock Class
B of the Issuer ("Common Stock") held directly by the funds.  Deephaven 
disclaims beneficial ownership of such shares of Common Stock except to the 
extent of its pecuniary interest in such shares.
________________________________________________________________________________



<PAGE>


CUSIP No. 36467W208                  13G                    Page __ of __ Pages



Item 1(a).  Name of Issuer:


            GameStop Corporation  
            ____________________________________________________________________

Item 1(b).  Address of Issuer's Principal Executive Offices:


            625 Westport Parkway
            Grapevine, Texas  76051
                

            ____________________________________________________________________

Item 2(a).  Name of Person Filing:


            Deephaven Capital Management LLC
            ____________________________________________________________________

Item 2(b).  Address of Principal Business Office, or if None, Residence:

            The principal business office of Deephaven Capital Management LLC 
            is:

            130 Cheshire Lane, Suite 102, Minnetonka, MN  55305            
            ____________________________________________________________________

Item 2(c).  Citizenship:

            Deephaven Capital Management LLC is a Delaware limited liability 
            company
                        
            ____________________________________________________________________

Item 2(d).  Title of Class of Securities:


            Class B Common
            ____________________________________________________________________

Item 2(e).  CUSIP Number:


            36467W208
            ____________________________________________________________________

Item 3.     If This Statement  is Filed  Pursuant to  Rule 13d-1(b), or 13d-2(b)
            or (c), Check Whether the Person Filing is a:

     (a)  [_]  Broker or dealer registered under Section 15 of the Exchange Act.

     (b)  [_]  Bank as defined in Section 3(a)(6) of the Exchange Act.

     (c)  [_]  Insurance  company as defined in Section 3(a)(19) of the Exchange
               Act.

     (d)  [_]  Investment  company  registered under Section 8 of the Investment
               Company Act.

     (e)  [X]  An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

     (f)  [_]  An employee  benefit plan or endowment  fund in  accordance  with
               Rule 13d-1(b)(1)(ii)(F);

     (g)  [_]  A parent  holding  company or control  person in accordance  with
               Rule 13d-1(b)(1)(ii)(G);

     (h)  [_]  A savings  association  as defined in Section 3(b) of the Federal
               Deposit Insurance Act;

     (i)  [_]  A  church  plan  that  is  excluded  from  the  definition  of an
               investment  company  under  Section  3(c)(14)  of the  Investment
               Company Act;

     (j)  [_]  Group, in accordance with Rule 13d-1(b)(1)(ii)(J).



<PAGE>


CUSIP No. 36467W208                  13G                    Page __ of __ Pages


Item 4.  Ownership.

     Provide  the  following  information  regarding  the  aggregate  number and
percentage of the class of securities of the issuer identified in Item 1.

     (a)  Amount beneficially owned:
          1,996,200
          ______________________________________________________________________

     (b)  Percent of class:
          6.67%
          This percentage was determined by dividing 1,996,200 by the sum of  
          29,902,000 shares of Common Stock Class B outstanding as of October 28
          2006, based upon the Issuer's Form 10-Q filed on December 5,2006 with 
          the Securities and Exchange Commission pursuant to Section 13 or 15
          (D) of the Securities Exchange Act of 1934.
          ______________________________________________________________________

     (c)  Number of shares as to which such person has:
                                                          1,996,200
          (i)   Sole power to vote or to direct the vote_______________________,

                                                            0
          (ii)  Shared power to vote or to direct the vote_____________________,

                                                                      1,996,200
          (iii) Sole power to dispose or to direct the disposition of__________,

                                                                         0
          (iv)  Shared power to dispose or to direct the disposition of________



Item 5.  Ownership of Five Percent or Less of a Class.

     If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities check the following [ ].

         N/A
         _______________________________________________________________________

Item 6.  Ownership of More Than Five Percent on Behalf of Another Person.


         N/A
         _______________________________________________________________________

Item 7.  Identification and  Classification of the Subsidiary Which Acquired the
         Security  Being  Reported on by the Parent  Holding  Company or Control
         Person.


         N/A
         _______________________________________________________________________

Item 8.  Identification  and  Classification  of Members of the Group. 


         N/A
         _______________________________________________________________________

Item 9.  Notice of Dissolution of Group.


          N/A
          ______________________________________________________________________

Item 10.  Certifications.


          "By signing  below I certify  that,  to the best of my  knowledge  and
          belief, the securities referred to above were not acquired and are not
          held for the purpose of or with the effect of changing or  influencing
          the control of the issuer of the  securities and were not acquired and
          are not held in connection with or as a participant in any transaction
          having such purpose or effect."



<PAGE>


                                    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.


                                                    February 8, 2006
                                        ----------------------------------------
                                                        (Date)


                                                  /s/Thomas Wagner
                                        ----------------------------------------
                                                      (Signature)


                                                 Chief Compliance Officer
                                        ----------------------------------------
                                                      (Name/Title)



Note.  Schedules  filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
for whom copies are to be sent.

Attention.  Intentional  misstatements  or omissions of fact constitute  federal
criminal violations (see 18 U.S.C. 1001).