Electronics For Imaging (EFII) Form 4 ELECTRONICS FOR IMAGING / GILL COGAN 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^*

COGAN GILL

(Last) (First) (Middle)

6750 DUMBARTON CIRCLE

(Street)

FREMONT CA 94555

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ELECTRONICS FOR IMAGING INC [ EFII ]

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)
07/23/2019

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	07/23/2019		M		7,709	A	(1)	95,302	D
Common Stock	07/23/2019		M		25,000	A	(2)	120,302	D
Common Stock	07/23/2019		D		120,302	D	(3)	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
Restricted Stock Unit (RSU)	(1)	07/23/2019		M			7,709	(1)	(1)	Common Stock	7,709	(1)	0	D
Option Right to Buy	$16.57	07/23/2019		M			25,000	(2)	(2)	Common Stock	25,000	(2)	0	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represented the right to receive, upon vesting of the unit, one share of the issuer's common stock. Pursuant to the Agreement and Plan of Merger by and among East Private Holdings II, LLC, East Merger Sub, Inc., and Electronics for Imaging, Inc., dated as of April 14, 2019 (the "Merger Agreement" and the transaction contemplated therein, the "Merger"), each of these RSUs was automatically cancelled and converted into the right to receive an amount in cash equal to $37.00 (the "Merger Consideration").

2. Each of these previously granted stock options represents a right to buy one share of the issuer's common stock at the price of $16.57 per share. Pursuant to the Merger Agreement, each option was automatically cancelled and converted into the right to receive the Merger Consideration less the per-share exercise price for each share subject to the option.

3. These shares were disposed of pursuant to the Merger Agreement, whereby each share of the issuer's common stock was automatically cancelled and converted into the right to receive the Merger Consideration.

Remarks:

	/s/ Gill Cogan	07/23/2019
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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