Donna Fielding Form 4 SYSTEMAX / Donna Fielding 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^*

Fielding Donna

(Last) (First) (Middle)

C/O SYSTEMAX INC.

11 HARBOR PARK DRIVE

(Street)

PORT WASHINGTON NY 11050

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SYSTEMAX INC [ SYX ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Human Resources Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/21/2021

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	02/21/2021		A		2,350(1)	A	$0	2,350	D
Common Stock	02/21/2021		F		883(2)	D	$44.17	1,467	D
Common Stock	02/21/2021		A		965(3)	A	$0	2,432	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)	$44.17	02/21/2021		A		3,579		(4)	02/21/2031	Common Stock	3,579	$0	3,579	D

Explanation of Responses:

1. Shares of common stock issued upon vesting of performance-based restricted stock units in accordance with the terms of a Performance-based Restricted Stock Unit award originally granted on January 17, 2019 (the "2019 Restrictive Award").

2. Shares surrendered for payment of tax liability incident to vesting of the 2019 Restrictive Award.

3. Shares of common stock issued upon vesting of performance-based restricted stock units (subject to deferred delivery) in accordance with the terms of a Performance-based Restricted Stock Unit award originally granted on February 21, 2020.

4. The Employee Stock Option (right to buy) granted on February 21, 2021 have a four year vesting schedule with 895 vesting on the first anniversary date of the grant date; 895 vesting on the second anniversary date of the grant date; 895 vesting on the third anniversary date of the grant date; and 894 vesting on the fourth anniversary date of the grant date.

Remarks:

	/s/ Donna Fielding	02/23/2021
	** 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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