Lidsky Paul F Form 4 DATALINK / PAUL F LIDSKY 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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X

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^*

LIDSKY PAUL F

(Last) (First) (Middle)

10050 CROSSTOWN CIRCLE

SUITE 500

(Street)

EDEN PRAIRIE MN 55344

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
DATALINK CORP [ DTLK ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/06/2017

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	01/06/2017		D		131,360	D	$11.25(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$3.5	01/06/2017		D			450,000	(2)(3)	07/20/2019	Common Stock	450,000	$7.75(3)	0	D
Stock Option (Right to Buy)	$6.83	01/06/2017		D			164,460	(2)(3)	02/26/2026	Common Stock	164,460	$4.42(3)	0	D
Performance Stock Units (PSUs)	(4)	01/06/2017		D			67,145	(5)(6)	(5)(6)	Common Stock	67,145	$11.25(5)	0	D

Explanation of Responses:

1. Price reflects per share consideration paid pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of November 6, 2016, by and among Datalink Corporation, Insight Enterprises Inc., and Reef Acquisition Co.

2. These stock options were granted on February 26, 2016 and provided for vesting as follows: 50% vest on the first anniversary of the grant date, 25% vest on the second anniversary of the grant date, and 25% vest on the third anniversary of the grant date.

3. Each stock option was canceled pursuant to the terms of the Merger Agreement in exchange for a cash payment of $11.25 (the per share consideration under the Merger Agreement) less the per share exercise price.

4. Each PSU represents a contingent right to receive one share of common stock.

5. These PSUs were granted on February 26, 2016 and provided for vesting as follows: 1/3 vest February 26, 2019 if the company's stock achieves a market price of $9.00/share for 20 consecutive trading days before that date; 1/3 vest February 26, 2020 if the company's stock achieves a market price of $11.00/share for 20 consecutive trading days before that date; 1/3 vest February 26, 2021 if the company's stock achieves a market price of $13.00/share for 20 consecutive trading days before that date.

6. Each PSU was canceled pursuant to the terms of the Merger Agreement in exchange for a cash payment of $11.25 (the per share consideration under the Merger Agreement).

	Paul F. Lidsky	01/06/2017
	** Signature of Reporting Person	Date
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