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^*

Nguyen Neil

(Last)

(First)

(Middle)

500 WEST 5TH ST.

SUITE 900

(Street)

AUSTIN

78701

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Sizmek Inc. [ SZMK ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2016

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	02/26/2016		M		5,402⁽⁴⁾	A	⁽⁵⁾	752,433	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)
Restricted Stock Units	⁽¹⁾	02/26/2016		A		120,743		⁽²⁾	⁽²⁾	Common Stock	120,743	$0.00	272,229⁽⁶⁾	D
Restricted Stock Units	⁽¹⁾	02/26/2016		A		281,734		⁽³⁾	⁽³⁾	Common Stock	281,734	$0.00	553,963⁽⁶⁾	D

Explanation of Responses:

1. Each restricted stock unit (RSU) represents a contingent right to receive one share of the issuer's common stock.

2. The RSUs vest in three equal annual installments beginning February 26, 2017, subject to the Reporting Person's continued service with Sizmek through the applicable vesting date, provided that the restricted stock units are subject to accelerated vesting under certain circumstances. Distribution of the underlying shares may, however, be deferred based upon a deferral election by the Reporting Person.

3. The RSUs vest in three equal annual installments beginning February 26, 2017, based on the achievement of certain corporate performance objectives during the year ending December 31, 2016, subject to the Reporting Person's continued service through the applicable vesting date, provided that the restricted stock units are subject to accelerated vesting under certain circumstances. Distribution of the underlying shares may, however, be deferred based upon a deferral election by the Reporting Person.

4. Shares issued upon vesting of RSUs granted to the Reporting Person on March 2, 2015.

5. RSUs were granted to the Reporting Person pursuant to the issuer's 2014 Incentive Award Plan. Each RSU represents a contingent right to receive one share of the issuer's common stock.

6. 40,229 RSUs previously granted were forfeited due to not achieving 100% of the issuer's target performance objectives for the period ended December 31, 2015.

	/s/ Neil Nguyen	02/29/2016
	** 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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