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^*

CHRISTIAN SCOTT G

(Last)

(First)

(Middle)

5101 SHADY OAK ROAD

(Street)

MINNETONKA

55343

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NORSTAN INC [ NRRD ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/25/2005

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	01/25/2005		U		86,571	D	$5.6⁽¹⁾	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)
Employee Stock Option (Right to Buy)	⁽²⁾	01/25/2005		D⁽²⁾			210,100	⁽²⁾	⁽⁴⁾	Common Stock	210,100	⁽²⁾	0	D
Employee Stock Option (Right to buy)	$5.65⁽³⁾	01/25/2005		D⁽³⁾			75,000	⁽³⁾	⁽⁴⁾	Common Stock	75,000	⁽³⁾	0	D

Explanation of Responses:

1. Disposed of pursuant to Agreement and Plan of Merger dated as of December 20, 2004 between Black Box Corporation and Norstan, Inc. in exchange for $5.60 per share on the acceptance of the Tender Offer by Black Box Corporation.

2. These options were canceled pursuant to the Agreement and Plan of Merger dated as of December 20, 2004 between Black Box Corporation and Norstan, Inc. in exchange for a cash payment of $510,449 which represents the difference between the various exercise prices of the options and the $5.60 per share tender offer price paid by Black Box pursuant to the Tender Offer. These options were: 1) On 1/17/2001, 75,000 shares granted at $2.32 per share vesting over three equal annual installments beginning 1/17/2002; 2) On 3/20/01, 100 shares granted at $1.11 vesting upon grant; 3) On 6/5/2003, 35,000 shares granted at $3.80 vesting over three equal annual installments beginning 6/5/2004; and 4) On 2/9/2004, 100,000 shares granted at $3.59 vesting over three equal annual installments beginning 2/9/2005.

3. This option was canceled pursuant to the Agreement and Plan of Merger dated as of December 20, 2004 between Black Box Corporation and Norstan, Inc. This option had an exercise price greater than the $5.60 per share tender offer price and was thus cancelled on the effective date of the merger without payment of any consideration therefor. The option granted 6/13/2002 was for 75,000 shares at $5.65 vesting over three equal annual installments beginning 6/13/2003.

4. The options expire ten years from the date of grant.

Remarks:

	John E. Nardecchia as Attorney-in-fact for Scott G. Christian	01/27/2005
	** 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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