Presidio Form 4 Presidio / ELLIOT BRECHER 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^*

BRECHER ELLIOT

(Last) (First) (Middle)

ONE PENN PLAZA, SUITE 2832

(Street)

NEW YORK, NY 10119

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Presidio, Inc. [ PSDO ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
12/19/2019

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	12/19/2019		D		500	D	$16.6(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
Employee Stock Option (right to buy)	$6.29	12/19/2019		D			19,874(2)	(3)	10/01/2025	Common Stock	19,874	(3)	19,872	D
Employee Stock Option (right to buy)	$6.29	12/19/2019		D			9,936(2)	(3)	10/01/2025	Common Stock	9,936	(3)	9,936	D
Employee Stock Option (right to buy)	$6.29	12/19/2019		D			9,936(2)	(3)	10/01/2025	Common Stock	9,936	(3)	0	D
Employee Stock Option (right to buy)	$14	12/19/2019		D			70,000(2)	(3)	03/09/2027	Common Stock	70,000	(3)	0	D
Employee Stock Option (right to buy)	$14.77	12/19/2019		D			75,000(2)	(3)	08/13/2028	Common Stock	75,000	(3)	0	D

Explanation of Responses:

1. Pursuant to that certain Agreement and Plan of Merger, dated as of August 14, 2019, as amended on September 25, 2019 (the "Merger Agreement"), by and among Presidio, Inc. ("Presidio"), BCEC - Port Holdings (Delaware), LP ("Parent") and Port Merger Sub, Inc., each share of common stock of Presidio issued and outstanding at the effective time was converted into the right to receive $16.60 in cash, without interest (the "Merger Consideration").

2. Pursuant to that certain Subscription Agreement by and between Elliot Brecher and Parent, dated December 19, 2019, Mr. Brecher reinvested $100,000 of his total net option proceeds in exchange for a number of Class A-2 limited partnership units of Parent.

3. Pursuant to the Merger Agreement, each Presidio stock option outstanding immediately prior to the effective time, whether vested or unvested, was accelerated and canceled in exchange for the excess, if any, of the Merger Consideration, less the applicable option exercise price (and less any applicable tax withholdings).

Remarks:

Senior Vice President, General Counsel and Secretary

	/s/ Elliot Brecher	12/23/2019
	** 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).
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