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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

REINHOLD LAWRENCE P

(Last)

(First)

(Middle)

C/O SYSTEMAX INC.

11 HARBOR PARK DRIVE

(Street)

PORT WASHINGTON

11050

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SYSTEMAX INC [ SYX ]

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)
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)
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 Stock	01/07/2019		J⁽¹⁾		35,000⁽¹⁾	A	$0	165,011⁽²⁾	D
Common Stock	01/07/2019		F		9,779⁽³⁾	D	$23.1	165,011⁽²⁾	D
Common Stock	01/07/2019		J⁽¹⁾		30,000⁽¹⁾	A	$0	165,011⁽²⁾	D
Common Stock	01/07/2019		F		11,805⁽⁴⁾	D	$23.1	165,011⁽²⁾	D
Common Stock	01/07/2019		J⁽¹⁾		16,666⁽¹⁾	A	$0	165,011⁽²⁾	D
Common Stock	01/07/2019		F		4,337⁽⁵⁾	D	$23.1	165,011⁽²⁾	D
Common Stock	01/07/2019⁽⁶⁾		A		849⁽⁵⁾	A	$0	165,011⁽²⁾	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)	$8.31	01/07/2019		D⁽⁷⁾			25,000	⁽⁸⁾	02/01/2026	Common Stock	25,000	$0	25,000	D

Explanation of Responses:

1. The Reporting Person entered into a separation agreement with the Issuer pursuant to which upon his separation as Chief Executive Officer of the Issuer on January 7, 2019, all of his unvested restricted stock units accelerated and vested on the separation date as follows: (i) 35,000 unvested restricted stock units accelerated and vested from the August 25, 2010 grant, (ii) 30,000 unvested restricted stock units accelerated and vested from the November 14, 2011 grant, and (iii) 16,666 unvested restricted stock units accelerated and vested from the February 1, 2016 grant.

2. The amount of securities beneficially owned following all reported transactions in Table I is 165,011 shares of common stock.

3. Shares surrendered to the Issuer for payment of tax liability incident to the accelerated vesting of 35,000 restricted stock units.

4. Shares surrendered to the Issuer for payment of tax liability incident to the accelerated vesting of 30,000 restricted stock units.

5. Shares surrendered to the Issuer for payment of tax liability incident to the accelerated vesting of 16,666 restricted stock units.

6. On January 7, 2019 (the date the Reporting Person became a non-employee director of the Issuer), the Reporting Person received 849 shares of restricted stock units pursuant to the Issuer's 2010 Long Term Incentive Plan (such grant reflecting the usual annual $40,000 grant being pro-rated). The number of restricted stock units was determined by dividing $20,000 by the average closing price per share during the 20 trading days preceding the date of such appointment (rounded up to the nearest whole number of shares). Such shares are generally subject to forfeiture if the holder is not a director of the Issuer on June 4, 2020, and can not be sold while so restricted; such restrictions lapse if the holder dies or becomes disabled or there is a change of control, as defined in the grant agreement.

7. On January 7, 2019, the Reporting Person entered into a two year consulting agreement with the Issuer, pursuant to which certain option awards previously granted to the Reporting Person (when he was Chief Executive Officer of the Issuer) will continue to vest, terminate or remain exercisable in accordance with their terms during the ongoing consultancy period. Pursuant to the consulting agreement, the employee stock option (right to buy) granted on February 1, 2016 consisting of 50,000 shares shall be treated as follows: (1) the 25,000 unvested options were terminated and (ii) the 25,000 vested options shall remain exercisable in accordance with their terms during the ongoing consultancy period.

8. The options granted on February 1, 2016 had a four year vesting schedule with 25% of the options vesting on the first, second, third and fourth anniversary dates of the grant date. The 25,000 options that will be beneficially owned following the reported transaction in Table II vested as follows: (i) 12,500 vested on February 1, 2017 and (ii) 12,500 vested on February 1, 2018.

Remarks:

	/s/ Lawrence Reinhold by April Gruder, Attorney-in-Fact	01/08/2019
	** 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.