PC Connection (CNXN) Form 4 PC CONNECTION / TIMOTHY J MCGRATH ownership change

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^*

MCGRATH TIMOTHY J

(Last) (First) (Middle)

730 MILFORD ROAD

(Street)

MERRIMACK NH 03054

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PC CONNECTION INC [ CNXN ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/09/2017

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/09/2017		M		7,234	A	$13.13	249,141	D
Common Stock	01/09/2017		S		7,234	D	$27.6413(1)(2)	241,907	D
Common Stock	01/10/2017		M		5,935	A	$13.13	247,842	D
Common Stock	01/10/2017		S		5,935	D	$27.5191(1)(3)	241,907	D
Common Stock	01/11/2017		M		13,179	A	$13.13	255,086	D
Common Stock	01/11/2017		S		13,179	D	$27.6155(1)(4)	241,907	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option Right to Buy	$13.13	01/09/2017		M			7,234	12/31/2008	07/23/2017	Common Stock	7,234	$0	95,121	D
Stock Option Right to Buy	$13.13	01/10/2017		M			5,935	12/31/2008	07/23/2017	Common Stock	5,935	$0	89,186	D
Stock Option Right to Buy	$13.13	01/11/2017		M			13,179	12/31/2008	07/23/2017	Common Stock	13,179	$0	76,007	D

Explanation of Responses:

1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 12, 2016.

2. The shares were sold in multiple transactions on January 9, 2017 at an actual sale price ranging from $27.4050 to $27.74. The price reported reflects the weighted average sale price for the transactions. The reporting person undertakes to provide upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

3. The shares were sold in multiple transactions on January 10, 2017 at an actual sale price ranging from $27.22 to $27.69. The price reported reflects the weighted average sale price for the transactions. The reporting person undertakes to provide upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

4. The shares were sold in multiple transactions on January 11, 2017 at an actual sale price ranging from $27.38 to $27.74. The price reported reflects the weighted average sale price for the transactions. The reporting person undertakes to provide upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

	/s/William Schulze, attorney-in-fact for Timothy J. McGrath	01/11/2017
	** 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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