SEC Info - LaVerne Brandon H - ‘4’ for 8/30/19 re: PCM, Inc.

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^*

LaVerne Brandon H

(Last)

(First)

(Middle)

1940 EAST MARIPOSA AVENUE

(Street)

EL SEGUNDO

90245

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PCM, INC. [ PCMI ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
8/30/19

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
COMMON	8/30/19		D		25,112	D	$0 ⁽¹⁾	0.0000	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit	⁽²⁾	8/30/19		D			7,200	⁽³⁾	⁽³⁾	COMMON	7,200	⁽⁴⁾	0.0000	D
Stock Option (Right to Buy)	$7.65	8/30/19		D			9,100	⁽⁵⁾	5/20/20	COMMON	9,100	⁽⁶⁾	0.0000	D
Stock Option (Right to Buy)	$10.05	8/30/19		D			12,750	⁽⁵⁾	5/20/21	COMMON	12,750	⁽⁶⁾	0.0000	D
Stock Option (Right to Buy)	$10.05	8/30/19		D			43,000	⁽⁵⁾	5/20/23	COMMON	43,000	⁽⁶⁾	0.0000	D
Stock Option (Right to Buy)	$18.75	8/30/19		D			17,500	⁽⁵⁾	5/20/24	COMMON	17,500	⁽⁶⁾	0.0000	D
Stock Option (Right to Buy)	$12.6	8/30/19		D			35,000	⁽⁵⁾	5/20/25	COMMON	35,000	⁽⁶⁾	0.0000	D
Stock Option (Right to Buy)	$8	8/30/19		D			6,250	⁽⁵⁾	6/10/21	COMMON	6,250	⁽⁶⁾	0.0000	D
Stock Option (Right to Buy)	$9.53	8/30/19		D			15,000	⁽⁵⁾	9/15/22	COMMON	15,000	⁽⁶⁾	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) Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock.

(3) The restricted stock units vest in five equal annual installments beginning on the first anniversary of the date of grant. Any unvested units vested in full at the effective time of the merger pursuant to the Merger Agreement.

(4) Disposition pursuant to the Merger Agreement: at the effective time of the merger, each restricted stock unit was converted into the right to receive an amount in cash equal to $35.00 plus any accrued and unpaid dividend equivalents with respect to such restricted stock unit.

(5) This option is exercisable in quarterly installments over a 5 year period. Any unvested options vested in full at the effective time of the merger pursuant to the Merger Agreement.

(6) 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.

	/s/ Brandon LaVerne	9/3/19
	** 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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____________ Transaction Code:
D	Disposition to the Issuer of Issuer equity securities pursuant to Rule 16b-3(e).

LaVerne Brandon H – ‘4’ for 8/30/19 re: PCM, Inc.

On: Tuesday, 9/3/19, at 1:25pm ET · For: 8/30/19 · Accession #: 1225208-19-12015 · File #: 0-25790

Previous ‘4’: ‘4’ on 8/9/19 for 8/7/19 · Next: ‘4’ on 3/30/20 for 3/25/20 · Latest: ‘4’ on 5/24/23 for 5/19/23

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

LaVerne Brandon H – ‘4’ for 8/30/19 re: PCM, Inc.

On: Tuesday, 9/3/19, at 1:25pm ET · For: 8/30/19 · Accession #: 1225208-19-12015 · File #: 0-25790

Previous ‘4’: ‘4’ on 8/9/19 for 8/7/19 · Next: ‘4’ on 3/30/20 for 3/25/20 · Latest: ‘4’ on 5/24/23 for 5/19/23

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents