Anixter International (AXE) Form 4 ANIXTER INTERNATIONAL / SAMUEL ZELL 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^*

ZELL SAMUEL

(Last) (First) (Middle)

TWO NORTH RIVERSIDE PLAZA

SUITE 600

(Street)

CHICAGO IL 60606

(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)

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

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		95,374(2)	D	(3)(4)	0	D
Common Stock	06/22/2020		D		14,666	D	(3)	0	I	By Trust(5)
Common Stock	06/22/2020		D		1,329,432	D	(3)	0	I	By Samstock/SZRT, L.L.C.(6)
Common Stock	06/22/2020		D		526,277	D	(3)	0	I	By KMJZ Investments, L.L.C.(7)(8)
Common Stock	06/22/2020		D		55,587	D	(3)	0	I	By Samstock/Alpha, L.L.C.(7)(9)
Common Stock	06/22/2020		D		362,147	D	(3)	0	I	By Samstock/SIT, L.L.C.(7)(10)
Common Stock	06/22/2020		D		55,588	D	(3)	0	I	By Samstock/ZFT, L.L.C.(7)(11)
Common Stock	06/22/2020		D		28,700	D	(3)	0	I	By SZ Intervivos QTIP Trust(7)(12)
Common Stock	06/22/2020		D		1,000	D	(3)	0	I	In Trust by spouse(7)(13)
Common Stock	06/22/2020		D		40,000	D	(3)	0	I	By KZ 2007 Holdings, L.L.C.(7)(14)
Common Stock	06/22/2020		D		40,000	D	(3)	0	I	By MZ 2007 Holdings, L.L.C.(7)(15)
Common Stock	06/22/2020		D		40,000	D	(3)	0	I	By JZ 2007 Holdings, L.L.C.(7)(16)

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 95,374 restricted common stock units.

3. Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each outstanding share of Issuer common stock (subject to limited exceptions) converted into the right to receive (i) $72.82 in cash, without interest, as adjusted pursuant to the Merger Agreement (the "Cash Consideration"), (ii) 0.2397 shares of common stock of WESCO (the "Common Stock Consideration") and (iii) 0.6356 depositary shares (the "Preferred Stock Consideration"), each representing a 1/1,000th interest in a share of newly issued fixed-rate reset cumulative perpetual WESCO preferred stock, Series A, $25,000 stated amount per whole preferred share (the "WESCO Series A Preferred Stock" and, collectively with the Cash Consideration and the Common Stock Consideration, the "Merger 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.

5. These shares of Common Stock are beneficially owned by Samuel Zell Revocable Trust, an Illinois revocable trust of which Mr. Zell is the beneficiary and sole trustee ("Zell Trust").

6. Samstock/SZRT, L.L.C. is a Delaware limited liability company whose sole member is Zell Trust. Mr. Zell is the sole trustee and beneficiary of Zell Trust.

7. Mr. Zell disclaims beneficial ownership of the reported securities except to the extent, if any, of its or his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Zell is the beneficial owner of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

8. KMJZ Investments, L.L.C., a Delaware limited liability company, is owned by various trusts established for the benefit of Mr. Zell and members of his family (collectively, the "Zell Family"). The trustee of such trusts is Chai Trust Company, L.L.C., an Illinois limited liability company ("Chai Trust"). Mr. Zell is not an officer or director of Chai Trust and does not have voting or dispositive power over such shares.

9. Samstock/Alpha, L.L.C. is a Delaware limited liability company whose sole member is a partnership owned by various trusts established for the benefit of the Zell Family, the trustee of which is Chai Trust. Mr. Zell is not an officer or director of Chai Trust and does not have voting or dispositive power over such shares.

10. Samstock/SIT, L.L.C. is a Delaware limited liability company whose sole member is a trust established for the benefit of the Zell Family, the trustee of which is Chai Trust. Mr. Zell is not an officer or director of Chai Trust and does not have voting or dispositive power over such shares.

11. Samstock/ZFT, L.L.C. is a Delaware limited liability whose sole member is a partnership owned by various trusts established for the benefit of the Zell Family, the trustee of which is Chai Trust. Mr. Zell is not an officer or director of Chai Trust and does not have voting or dispositive power over such shares.

12. SZ Intervivos QTIP Trust is a trust organized in Illinois established for the benefit of the Zell Family and the Zell Family Foundation. The trustee of SZ Intervivos QTIP Trust is Chai Trust. Mr. Zell is not an officer or director of Chai Trust and does not have voting or dispositive power over such shares.

13. These shares of Common Stock are owned by the Helen Zell Revocable Trust ("HZRT"). Mr. Zell's spouse, Helen Zell, is the trustee of HZRT.

14. KZ 2007 Holdings, L.L.C. is a Delaware limited liability company ("KZ Holdings") whose sole member is KZ 2007 Trust, a trust organized in Illinois ("KZ Trust"). Chai Trust is the trustee of KZ Trust. In such capacity, Chai Trust may be deemed to beneficially own the shares Common Stock held directly by KZ Holdings.

15. MZ 2007 Holdings, L.L.C. is a Delaware limited liability company ("MZ Holdings") whose sole member is MZ 2007 Trust, a trust organized in Illinois ("MZ Trust"). Chai Trust is the trustee of MZ Trust. In such capacity, Chai Trust may be deemed to beneficially own the shares Common Stock held directly by MZ Holdings.

16. JZ 2007 Holdings, L.L.C. is a Delaware limited liability company ("JZ Holdings") whose sole member is JZ 2007 Trust, a trust organized in Illinois ("JZ Trust"). Chai Trust is the trustee of JZ Trust. In such capacity, Chai Trust may be deemed to beneficially own the shares Common Stock held directly by JZ Holdings.

Remarks:

	Michele Nelson, by power of attorney	06/23/2020
	** Signature of Reporting Person	Date
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