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^*

Shipley Glen E

(Last)

(First)

(Middle)

6025 THE CORNERS PARKWAY

SUITE 100

(Street)

NORCROSS

30092

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
EASYLINK SERVICES INTERNATIONAL CORP [ ESIC ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/02/2012

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)
class A common stock	07/02/2012		D		30,000⁽¹⁾	D	$7.25⁽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)
class A common stock	$0.9	07/02/2012		D			200,000	⁽²⁾	11/08/2014	class A common stock	200,000	$6.35	0	D
class A common stock	$1.68	07/02/2012		D			50,000	⁽³⁾	11/14/2018	class A common stock	50,000	$5.57	0	D
class A common stock	$1.69	07/02/2012		D			100,000	⁽⁴⁾	09/28/2019	class A common stock	100,000	$5.56	0	D
class A common stock	$4.12	07/02/2012		D			125,000	⁽⁵⁾	03/10/2021	class A common stock	125,000	$3.13	0	D
class A common stock	$4.25	07/02/2012		D			100,000	⁽⁶⁾	09/28/2021	class A common stock	100,000	$3	0	D

Explanation of Responses:

1. Disposed of in a transaction exempt under Section 16(b) of the Securities Act of 1934, as amended (the "Exchange Act"), by virtue of Rule 16b-3(e) thereunder, pursuant to an Agreement and Plan of Merger, dated as of May 1, 2012 (the "Merger Agreement"), by and among Open Text Corporation ("Parent"), Epic Acquisition Sub Inc., an indirect wholly-owned subsidiary of Parent ("Merger Sub") and EasyLink Services International Corporation (the "Company"). Under the Merger Agreement, Merger Sub was merged into the Company (the "Merger"). At the effective time of the Merger, each issued and outstanding share of the Company's class A common stock (the "Common Stock") was cancelled and converted automatically into the right to receive $7.25 in cash (the "Merger Consideration").

2. This option was cancelled at the effective time of the Merger, in a transaction exempt under Section 16(b) of the Exchange Act, by virtue of Rule 16b-3(e) thereunder, in exchange for a cash payment of $1,270,000, representing the product of (i) the excess of (x) the Merger Consideration over (y) the exercise price per share of Common Stock subject to the option and (ii) the aggregate number of shares of Common Stock issuable upon exercise of the option.

3. This option was cancelled at the effective time of the Merger, in a transaction exempt under Section 16(b) of the Exchange Act, by virtue of Rule 16b-3(e) thereunder, in exchange for a cash payment of $278,500, representing the product of (i) the excess of (x) the Merger Consideration over (y) the exercise price per share of Common Stock subject to the option and (ii) the aggregate number of shares of Common Stock issuable upon exercise of the option.

4. This option was cancelled at the effective time of the Merger, in a transaction exempt under Section 16(b) of the Exchange Act, by virtue of Rule 16b-3(e) thereunder, in exchange for a cash payment of $556,000, representing the product of (i) the excess of (x) the Merger Consideration over (y) the exercise price per share of Common Stock subject to the option and (ii) the aggregate number of shares of Common Stock issuable upon exercise of the option.

5. This option was cancelled at the effective time of the Merger, in a transaction exempt under Section 16(b) of the Exchange Act, by virtue of Rule 16b-3(e) thereunder, in exchange for a cash payment of $391,250, representing the product of (i) the excess of (x) the Merger Consideration over (y) the exercise price per share of Common Stock subject to the option and (ii) the aggregate number of shares of Common Stock issuable upon exercise of the option.

6. This option was cancelled at the effective time of the Merger, in a transaction exempt under Section 16(b) of the Exchange Act, by virtue of Rule 16b-3(e) thereunder, in exchange for a cash payment of $300,000, representing the product of (i) the excess of (x) the Merger Consideration over (y) the exercise price per share of Common Stock subject to the option and (ii) the aggregate number of shares of Common Stock issuable upon exercise of the option.

Remarks:

	/s/ Larry W. Shackelford, as Attorney-in-fact for Glen E. Shipley	07/05/2012
	** 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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