| 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)
| 2. Issuer Name and Ticker or Trading Symbol TECH DATA CORP [ TECD ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 06/30/2020 | ||||||||||||||||||||||||||
| 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 | 06/30/2020 | D(1) | 28,568(2) | D | $0(2) | 7,488 | D | |||
| Common Stock | 06/30/2020 | D(1) | 257 | D | $0 | 0 | I | By Espp(3) | ||
| Common Stock | 06/30/2020 | D(4) | 7,488 | D | $0 | 0 | D | |||
| 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. Tech Data Corporation (the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement"), dated as of November 12, 2019 and amended on November 27, 2019 (the "Merger Agreement"), by and among the Company, Tiger Midco, LLC, a Delaware limited liability company ("Parent") and Tiger Merger Sub Co., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"). On June 30, 2020, Merger Sub merged with and into the Company, the separate corporate existence of Merger Sub ceased and the Company survived the merger as a direct wholly owned subsidiary of Parent. Pursuant to the terms of the Merger Agreement, each share of Company common stock and each restricted stock unit subject to time-based vesting that was outstanding as of the closing of the merger was converted into the right to receive an amount in cash equal to $145.00, without interest and net of any required withholding of taxes. |
| 2. Represents 21,829 shares of Common Stock and 6,739 restricted stock units held by the Reporting Person. In connection with the closing of the transactions contemplated by the Merger Agreement, each share of Common Stock held by the Reporting Person and each share of Common Stock underlying a restricted stock unit subject to time-based vesting that was outstanding as of the closing of the merger was converted into the right of the Reporting Person to receive a cash payment of $145.00, without interest and net of any required withholding of taxes. |
| 3. Shares previously held by individual in the Tech Data Corporation Employee Stock Purchase Plan. |
| 4. Disposed of in connection with the transactions contemplated by the Merger Agreement in exchange for partnership units of Tiger Parent Holdings, L.P., a Delaware limited liability company and indirect parent of the Company following the effective date of the merger, having an aggregate value equal to the product of the number of shares of Common Stock disposed and $145.00 (i.e. the merger consideration per share of Common Stock). |
| By: Scott Walker For: David R. Vetter | 07/01/2020 | |
| ** 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. | ||
