Statement of Changes in Beneficial Ownership (4)
11 10월 2018 - 5:25AM
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
Estimated average burden
hours per response...
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
*
FOX JEFFREY H
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2. Issuer Name
and
Ticker or Trading Symbol
CONVERGYS CORP
[
CVG
]
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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)
ONE INFORMATION WAY, SUITE 400
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3. Date of Earliest Transaction
(MM/DD/YYYY)
10/5/2018
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(Street)
LITTLE ROCK, AR 72202
(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 Shares
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9/27/2018
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G
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23150
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D
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(1)
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286686
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D
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Common Shares
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9/27/2018
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G
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23150
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A
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(1)
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38150
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I
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By Fox Family Charitable Trust
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Common Shares
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10/5/2018
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D
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4841
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D
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(2)
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282045
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D
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Common Shares
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10/5/2018
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D
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282045
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D
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(3)
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0
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D
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Common Shares
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10/5/2018
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D
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38150
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D
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(4)
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0
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I
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By Fox Family Charitable Trust
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Common Shares
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10/5/2018
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D
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300000
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D
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(5)
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0
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I
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By FAMCO Enterprises Limited
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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 Options (Right to Buy)
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$13.76
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10/5/2018
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D
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193630
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(6)
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2/4/2021
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Common Shares
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193630
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(7)
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0
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D
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Stock Options (Right to Buy)
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$12.79
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10/5/2018
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D
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81370
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(8)
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2/10/2022
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Common Shares
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81370
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(9)
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0
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D
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Explanation of Responses:
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(1)
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Shares gifted to Fox Family Charitable Trust.
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(2)
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At the Effective Time (as defined in the Agreement and Plan of Merger, dated June 28, 2018 (as amended, the "Merger Agreement"), by and among the Company, SYNNEX Corporation, Delta Merger Sub I, Inc. and Concentrix CVG Corporation), these time-based restricted stock units were converted into the right to receive $119,863.16 in cash, which amount will vest and be paid in accordance with the Merger Agreement and the applicable award agreement.
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(3)
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At the Effective Time, these shares were cancelled pursuant to the Merger Agreement in exchange for the right to receive $3,737,096.25 in cash and 35,622.28 shares of SYNNEX Corporation common stock having a market value of $89.14 per share, based on the closing price of SYNNEX common stock on October 5, 2018.
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(4)
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At the Effective Time, these shares were cancelled pursuant to the Merger Agreement in exchange for the right to receive $505,487.50 in cash and 4,818.35 shares of SYNNEX Corporation common stock having a market value of $89.14 per share, based on the closing price of SYNNEX common stock on October 5, 2018.
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(5)
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At the Effective Time, these shares were cancelled pursuant to the Merger Agreement in exchange for the right to receive $3,975,000 in cash and 37,890 shares of SYNNEX Corporation common stock having a market value of $89.14 per share, based on the closing price of SYNNEX common stock on October 5, 2018.
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(6)
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The stock options were part of a previously reported grant that vested 50% on February 4, 2013 and 50% on February 4, 2014.
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(7)
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At the Effective Time, these stock options were cancelled pursuant to the Merger Agreement in exchange for the right to receive $2,129,930 in cash.
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(8)
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The stock options were part of a previously reported grant that vested 50% on February 10, 2014 and 50% on February 10, 2015.
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(9)
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At the Effective Time, these stock options were cancelled pursuant to the Merger Agreement in exchange for the right to receive $973,998.90.
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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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FOX JEFFREY H
ONE INFORMATION WAY
SUITE 400
LITTLE ROCK, AR 72202
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X
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Signatures
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/s/ Andrew A. Farwig, attorney-in-fact for Jeffrey H. Fox
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10/10/2018
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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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