Black Box (BBOX) Form 4 BLACK BOX / DAVID J RUSSO 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^*

RUSSO DAVID J

(Last) (First) (Middle)

1000 PARK DRIVE

(Street)

LAWRENCE PA 15055

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BLACK BOX CORP [ BBOX ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, CFO & Treasurer

3. Date of Earliest Transaction (Month/Day/Year)
01/07/2019

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, $.001 par value	01/07/2019(1)		U		7,614	D	$1.1(1)	22,141	D
Common Stock, $.001 par value	01/07/2019(1)		D		22,141(2)	D	$1.1(3)	0	D
Common Stock, $.001 par value	01/07/2019(4)		A		33,590	A	$0(4)	33,590	D
Common Stock, $.001 par value	01/07/2019(4)		D		33,590	D	$1.1(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
Employee Stock Option (Right to Purchase)	$8.1	01/07/2019(5)		D			66,210	(5)	(5)	Common Stock	66,210	$0	0	D
Employee Stock Option (Right to Purchase)	$2.85	01/07/2019(5)		D			270,240	(5)	(5)	Common Stock	270,240	$0	0	D

Explanation of Responses:

1. On November 11, 2018, Black Box Corporation (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with AGC Networks Pte Ltd. ("Top Parent"), BBX Main Inc., a wholly owned subsidiary of Top Parent ("Parent"), BBX Inc., a wholly owned subsidiary of Parent ("BBX Intermediate"), and Host Merger Sub Inc., a wholly owned subsidiary of BBX Intermediate ("Merger Sub"). Pursuant to the terms of the Merger Agreement, and the tender offer commenced in connection therewith, each share of Company common stock held by the Reporting Person was tendered for $1.10 per share, net to the holder thereof, in cash, without interest thereon (the "Offer Price"). Pursuant to the Merger Agreement, on January 7, 2019 (the "Effective Time"), Merger Sub was merged with and into the Company, with the Company being the surviving corporation and becoming a wholly owned subsidiary of BBX Intermediate.

2. Represents unvested restricted stock units granted pursuant to a Company stock plan (a "Company RSU Award").

3. Pursuant to the Merger Agreement, at the Effective Time, each Company RSU Award that was outstanding or payable as of the Effective Time (whether vested or unvested) converted into the right of the holder to receive an amount in cash equal to the product of (i) the total number of shares of Company common stock underlying such Company RSU Award, and (ii) the Offer Price, less any required withholding taxes.

4. Settlement of non-derivative performance awards for cash as follows: Pursuant to the Merger Agreement, at the Effective Time, each performance share award granted under a Company stock plan that is subject to performance-based vesting (each a "Company Performance Share Award") that was outstanding or payable as of the Effective Time (whether vested or unvested) converted into the right of the holder to receive an amount of cash equal to the product of (i) the target number of performance shares granted by such Company Performance Share Award (as designated in the applicable Performance Share Award Agreement between the Company and the holder thereof) and (ii) the Offer Price, less any required withholding taxes.

5. Pursuant to the Merger Agreement, at the Effective Time, each out-of-the-money Company option that was outstanding and unexercised (whether vested or unvested) was cancelled and terminated for no consideration. This option was out-of-the-money at the Effective Time.

Remarks:

	/s/ Ronald Basso by Power of Attorney for David J. Russo	01/09/2019
	** 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).
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