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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Concentrix Corp [ CNXC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/25/2023 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 | 09/25/2023 | A | 1,177,480 | A | (1)(2) | 1,177,480 | D | |||
| Common Stock | 09/25/2023 | A | 1,173(3) | A | $0 | 1,178,653 | D | |||
| Common Stock | 09/25/2023 | A | 322,066 | A | (4) | 322,066 | I | By Montana, a societe simple, organized under the Laws of Belgium | ||
| Common Stock | 09/25/2023 | A | 36,041 | A | (5) | 36,041 | I | By Liberty Management, a societe a responsabilite limitee, organized under the laws of Belgium | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Explanation of Responses: |
| 1. On September 25, 2023, the Issuer completed its acquisition of the issued and outstanding capital stock of Marnix Lux SA, a public limited company (societe anonyme) organized under the Laws of the Grand Duchy of Luxembourg ("Marnix Lux"), the parent company of Webhelp, pursuant to the Share Purchase and Contribution Agreement dated June 12, 2023, as amended by the First Amendment to the Share Purchase and Contribution Agreement, dated July 14, 2023 by and among the Issuer, OSYRIS S.a.r.l., Marnix Lux and the holders of Marnix Lux (the "Transaction", and such agreement, as amended, the "Agreement"). |
| 2. In connection with the Transaction, the Reporting Person received 1,177,480 shares of the Issuer as well as cash, a portion of the Sellers' Note (as defined in the Agreement) and a contractual right to receive up to an additional 59,421 shares of the Issuer subject to certain conditions set forth in the Agreement (which right became fixed and irrevocable on the effective date of the Transaction) in exchange for (i) certain shares of Marnix Lux and (ii) the contribution of a Vendor Loan (as defined in the Agreement) received in connection with the acquisition by the Issuer of certain other shares of Marnix Lux, representing a total of 17,551,332 shares of Marnix Lux. On the effective date of the Transaction, the closing price of Concentrix' common stock was $73.92 per share. |
| 3. Represents restricted stock units under the 2020 Stock Incentive Plan. The restricted stock units vest in full on the date of the Issuer's 2024 Annual Meeting of Stockholders. |
| 4. In connection with the Transaction, the Reporting Person received 322,066 shares of the Issuer as well as cash, a portion of the Sellers' Note and a contractual right to receive up to an additional 16,252 shares of the Issuer subject to certain conditions set forth in the Agreement (which right became fixed and irrevocable on the effective date of the Transaction) in exchange for (i) certain shares of Marnix Lux and (ii) the contribution of a Vendor Loan received in connection with the acquisition by the Issuer of certain other shares of Marnix Lux, representing a total of 4,839,231 shares of Marnix Lux. On the effective date of the Transaction, the closing price of Concentrix' common stock was $73.92 per share. |
| 5. In connection with the Transaction, the Reporting Person received 36,041 shares of the Issuer as well as cash, a portion of the Sellers' Note and a contractual right to receive up to an additional 1,818 shares of the Issuer subject to certain conditions set forth in the Agreement (which right became fixed and irrevocable on the effective date of the Transaction) in exchange for (i) certain shares of Marnix Lux and (ii) the contribution of a Vendor Loan received in connection with the acquisition by the Issuer of certain other shares of Marnix Lux, representing a total of 1,071,490 shares of Marnix Lux. On the effective date of the Transaction, the closing price of Concentrix' common stock was $73.92 per share. |
| Remarks: |
| /s/ Andrew Farwig, Attorney-in-Fact | 09/27/2023 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||