SEC FORM 4

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^*

FOX JEFFREY H

(Last)

(First)

(Middle)

ONE INFORMATION WAY

SUITE 400

(Street)

LITTLE ROCK

72202

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CONVERGYS CORP [ CVG ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/09/2010

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 Shares								135,000	I	Circumference Group Holdings LLC⁽¹⁾
Common Shares	02/09/2010		A		84,000	A	$0.00⁽²⁾	103,076	D
Common Shares	02/09/2010		A		25,000	A	$0.00⁽³⁾	128,076	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)
Employee Stock Option (Right to Buy)	$10.88	02/09/2010		A		300,000		02/09/2010	02/09/2015	Common Shares	300,000	$0.00	300,000	D⁽⁴⁾

Explanation of Responses:

1. Shares held by Circumference Group Holdings LLC of which Mr. Fox is a 75% equity holder. Mr. Fox, as a principal, has sole voting and dispositive powers over the 135,000 common shares. Mr. Fox disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

2. Inducement grant of 84,000 restricted stock units ("Salary Stock Units"). Subject to continued employment with the Company, 7,000 Salary Stock Units shall vest in full and be immediately settled on the last business day of each of the twelve months commencing February 2010. Upon termination of employment for any reason, any unvested Salary Stock Units shall be immediately forfeited.

3. Inducement grant of 25,000 fully vested restricted stock units. The restricted stock units shall be settled 30 days after the effective date.

4. Inducement grant of fully vested stock options to purchase 300,000 shares. The stock options shall have a five-year term and an exercise price per share equal to the closing price of a share of common stock on the effective date. If employment terminates for any reason, the stock options shall remain exercisable for two years following such termination of employment or, if shorter, the remaining term of the stock options.

Remarks:

	/s/ Jeffrey H. Fox	02/11/2010
	** 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).
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