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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
SYSTEMAX INC [ SYX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/17/2019 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Employee Stock Option (right to buy) | $18.73 | 01/17/2019 | D(1) | 20,348 | (2) | 03/01/2022 | Common Stock | 20,348 | $0 | 0 | D | ||||
Employee Stock Option (right to buy) | $16.43 | 01/17/2019 | A(1) | 20,348 | (2) | 03/01/2022 | Common Stock | 20,348 | $0 | 20,348 | D | ||||
Employee Stock Option (right to buy) | $8.31 | 01/17/2019 | D(1) | 25,000 | (3) | 02/01/2026 | Common Stock | 25,000 | $0 | 0 | D | ||||
Employee Stock Option (right to buy) | $6.01 | 01/17/2019 | A(1) | 25,000 | (3) | 02/01/2026 | Common Stock | 25,000 | $0 | 25,000 | D | ||||
Employee Stock Option (right to buy) | $8.95 | 01/17/2019 | D(1) | 37,500 | (4) | 12/14/2026 | Common Stock | 37,500 | $0 | 0 | D | ||||
Employee Stock Option (right to buy) | $6.65 | 01/17/2019 | A(1) | 37,500 | (4) | 12/14/2026 | Common Stock | 37,500 | $0 | 37,500 | D | ||||
Employee Stock Option (right to buy) | $23.72 | 01/17/2019 | A | 31,789 | (5) | 01/17/2029 | Common Stock | 31,789 | $0 | 31,789 | D |
Explanation of Responses: |
1. The transactions reported herein reflect a one-time stock option repricing (the "Option Repricing") that became effective on January 17, 2019 and are being reported in this manner solely to comply with the technical reporting requirements under Section 16(a) of the Securities Exchange Act of 1934. Pursuant to the Option Repricing, the exercise price of the Employee Stock Option (right to buy) has been amended to reduce such exercise price by $2.30. There have been no other changes to the terms of the Employee Stock Option (right to buy). The Option Repricing was related to a special dividend declared in December 2018. |
2. The Employee Stock Option (right to buy) granted on March 1, 2012 had a four year vesting schedule with 25% of the options vesting on the first, second, third and fourth anniversary dates of the grant date. |
3. The Employee Stock Option (right to buy) granted on February 1, 2016 had a four year vesting schedule with 25% of the options vesting on the first, second, third and fourth anniversary dates of the grant date. |
4. The Employee Stock Option (right to buy) granted on December 14, 2016 had a four year vesting schedule with 25% of the options vesting on the first, second, third and fourth anniversary dates of the grant date. |
5. The Employee Stock Option (right to buy) granted on January 17, 2019 had a four year vesting schedule with 25% of the options vesting on the first, second, third and fourth anniversary dates of the grant date. |
Remarks: |
/s/ Robert Dooley | 01/21/2019 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |