| 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 PCM, INC. [ PCMI ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 08/30/2019 | ||||||||||||||||||||||||||
| 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 | 08/30/2019 | D | 53,600 | D | $0(1) | 0.0000 | D | |||
| COMMON | 08/30/2019 | D | 5,937 | D | $0(1) | 0.0000 | I | By Paul C. Heeschen Rev. Living Trust | ||
| 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 | ||||||||
| Stock Option (Right to Buy) | $10.05 | 08/30/2019 | D | 6,375 | (2) | 05/20/2023 | COMMON | 6,375 | (3) | 0.0000 | D | ||||
| Stock Option (Right to Buy) | $12.6 | 08/30/2019 | D | 11,000 | (2) | 05/20/2025 | COMMON | 11,000 | (3) | 0.0000 | D | ||||
| Explanation of Responses: |
| 1. Disposition pursuant to the Agreement and Plan of Merger (the "Merger Agreement") by and among PCM, Inc. (the "Company"), Insight Enterprises, Inc. and Trojan Acquisition Corp., dated as of June 23, 2019, whereby each share of common stock, par value $0.001, of the Company was converted on the effective date of the merger (August 30, 2019) into the right to receive $35.00 in cash, without interest. |
| 2. This option is exercisable in quarterly installments over a two year period. Any unvested options vested in full at the effective time of the merger pursuant to the Merger Agreement. |
| 3. Disposition pursuant to the Merger Agreement: at the effective time of the merger, each option to purchase the issuer's stock under the issuer's stock plans, whether vested or unvested, was cancelled in exchange for the right to receive an amount in cash equal to the product of (a) the excess of $35.00 over the exercise price of such option multiplied by (b) the number of shares of common stock subject to such option. |
| Brandon H. LaVerne, acting as attorney-in-fact for Paul Heeschen | 09/03/2019 | |
| ** 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). | ||
| ** 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. | ||
