Anixter International (AXE) Form 4 ANIXTER INTERNATIONAL / William Clayton Geary 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

Geary William Clayton

(Last) (First) (Middle)

2301 PATRIOT BLVD.

(Street)

GLENVIEW IL 60026

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ANIXTER INTERNATIONAL INC [ AXE ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP-NSS

3. Date of Earliest Transaction (Month/Day/Year)
06/22/2020

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(1)	06/22/2020		D		28,635(2)	D	(3)(4)	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

Explanation of Responses:

1. On June 22, 2020, Anixter International, Inc. (the "Issuer") was acquired by WESCO International, Inc. ("WESCO") pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 10, 2020, by and among the Issuer, WESCO and Warrior Merger Sub, Inc., a wholly owned subsidiary of WESCO (the "Merger").

2. Includes 20,956 restricted common stock units.

3. Pursuant to the Merger Agreement, immediately prior to the Effective Time, each outstanding in-the-money stock option became fully vested and was cancelled in exchange for the right to receive, in consideration of and in full settlement thereof, in respect of each share of Issuer common stock underlying such award, a cash payment (without interest) equal to the value of the Merger Consideration less the applicable per share exercise price of the stock option. Outstanding out-of-the-money stock options were cancelled at the Effective Time for no consideration.

4. Pursuant to the Merger Agreement, immediately prior to the Effective Time, each outstanding restricted common stock unit granted prior to January 10, 2020 became fully vested (in the case of any performance-based restricted stock units, with the level of achievement of performance-based vesting criteria measured in accordance with the terms of the applicable award agreement) and was cancelled in exchange for the right to receive, in consideration of and in full settlement thereof, in respect of each share of Issuer common stock underlying such award, a cash payment (without interest) equal to the value of the Merger Consideration. Each outstanding restricted common stock unit granted on or after January 10, 2020 was converted into a cash-settled WESCO phantom stock unit.

Remarks:

	Michele Nelson, by power of attorney	06/23/2020
	** 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.