Statement of Changes in Beneficial Ownership (4)
04 9월 2019 - 2:26AM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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0.5
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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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1. Name and Address of Reporting Person
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MALOOF THOMAS A |
2. Issuer Name and Ticker or Trading Symbol
PCM, INC.
[
PCMI
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
1940 EAST MARIPOSA AVENUE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/30/2019
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(Street)
EL SEGUNDO, CA 90245
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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COMMON
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8/30/2019
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D
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67500.0000
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D
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$0 (1)
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0.0000
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D
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code (Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)
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8. Price of Derivative Security (Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option (Right to Buy)
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$10.0500
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8/30/2019
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D
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12750.0000
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(2)
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5/20/2023
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COMMON
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12750.0000
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(3)
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0.0000
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D
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Stock Option (Right to Buy)
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$12.6000
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8/30/2019
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D
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11000.0000
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(2)
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5/20/2025
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COMMON
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11000.0000
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(3)
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0.0000
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D
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Explanation of Responses:
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(1)
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Disposition pursuant to the Agreement and Plan of Merger (the "Merger Agreement") by and among PCM, Inc. (the "Company"), Insight Enterprises, Inc. and Trojan Acquisition Corp., dated as of June 23, 2019, whereby each share of common stock, par value $0.001, of the Company was converted on the effective date of the merger (August 30, 2019) into the right to receive $35.00 in cash, without interest.
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(2)
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This option is exercisable in quarterly installments over a two year period. Any unvested options vested in full at the effective time of the merger pursuant to the Merger Agreement.
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(3)
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Disposition pursuant to the Merger Agreement: at the effective time of the merger, each option to purchase the issuer's stock under the issuer's stock plans, whether vested or unvested, was cancelled in exchange for the right to receive an amount in cash equal to the product of (a) the excess of $35.00 over the exercise price of such option multiplied by (b) the number of shares of common stock subject to such option.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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MALOOF THOMAS A 1940 EAST MARIPOSA AVENUE EL SEGUNDO, CA 90245
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X
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Signatures
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Brandon H. LaVerne, as attorney-in-fact for Thomas Maloof
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9/3/2019
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**Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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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 control number.
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