SEC FORM 4

SEC Form 4

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
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^*

SHEER CLAUDE

(Last)

(First)

(Middle)

C/O LIONBRIDGE TECHNOLOGIES, INC.

1050 WINTER STREET, SUITE 2300

(Street)

WALTHAM

02451

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
LIONBRIDGE TECHNOLOGIES INC /DE/ [ LIOX ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/28/2017

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	02/28/2017		D		115,983⁽¹⁾	D	$5.75	0	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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
stock option (right to buy)	$2.67	02/28/2017		D			5,000	⁽²⁾	05/01/2017	common stock	5,000	$3.08	0	D
stock option (right to buy)	$3.36	02/28/2017		D			10,000	⁽²⁾	05/03/2018	common stock	10,000	$2.39	0	D
stock option (right to buy)	$5.56	02/28/2017		D			6,024	⁽²⁾	05/04/2020	common stock	6,024	$0.19	0	D
stock option (right to buy)	$4.93	02/28/2017		D			8,197	⁽²⁾	05/03/2021	common stock	8,197	$0.82	0	D
restricted stock units	$0	02/28/2017		D			7,099	⁽¹⁾	06/03/2017	common stock	7,099	$5.75	0	D

Explanation of Responses:

1. Disposed of pursuant to the Agreement and Plan of Merger, dated as of December 12, 2016, by and among Lionbridge Technologies, Inc. ("Lionbridge") and entities affiliated with H.I.G. Capital, LLC (the "Merger Agreement"). The Merger Agreement provides that each share of Lionbridge common stock and each outstanding restricted stock unit shall be converted into the right to receive $5.75 in cash, without interest (the "Merger").

2. Immediately prior to the effective time of the Merger, each Lionbridge option, whether or not vested and exercisable, outstanding and unexercised immediately prior to the effective time was converted into the right to receive an amount in cash (less applicable tax withholdings) equal to the product of (a) the excess of $5.75 over the per share exercise price of such stock option and (b) the total number of shares of common stock subject to such stock option.

Remarks:

	/s/ Claude Sheer	03/02/2017
	** 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).
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