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^*

THOMLINSON R BRUCE

(Last)

(First)

(Middle)

C/O BRIGHTPOINT, INC.

501 AIRTECH PARKWAY

(Street)

PLAINFIELD

46168

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BRIGHTPOINT INC [ CELL ]

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

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Member BP Global Exec Team

3. Date of Earliest Transaction (Month/Day/Year)
02/21/2006

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	02/21/2006		M		12,529	A	$8.14	271,251	D
Common Stock	02/21/2006		M		37,500	A	$7.81	308,751	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)
Put Equivalent Position (Right/Obligation to Sell)	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	02/21/2006		J⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾		54,563⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾		⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	02/21/2007	Common Stock	54,563⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	54,563⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	D
Employee Stock Option (Right to Buy)	$8.14	02/21/2006		M			12,529	⁽⁵⁾	02/18/2010	Common Stock	12,529	$0.00	25,058	D
Employee Stock Option (Right to Buy)	$7.81	02/21/2006		M			37,500	⁽⁶⁾	02/20/2009	Common Stock	37,500	$0.00	37,500	D

Explanation of Responses:

1. On 2/21/2006 the Reporting Person entered into a prepaid variable forward sales contract ("Forward Contract") with an unaffiliated third-party buyer (the "Buyer") pursuant to a Master Agreement relating to the disposition by the Reporting Person to the Buyer of not more than 54,563 shares (the "Shares") of Brightpoint, Inc. common stock ("Common Stock") (or an eqivalent amount of cash, if elected by the Reporting Person), on the Maturity Date of the Forward Contract (2/21/2007), or an earlier date if the Reporting Person determines to terminate the Forward Contract early.

2. The Reporting Person received from the Buyer a cash payment of $1,573,553.27 (or $28.8392 per share) as of the date of entering into the Forward Contract. The Reporting Person pledged the 54,563 Shares (the "Pledged Shares") to secure his obligations under the Master Agreement. On the Maturity Date, the Reporting Person, at his option, may deliver to the Buyer either the number of Pledged Shares determined pursuant to a formula (described below) or the cash equivalent of such Shares (the share prices of the Common Stock reflected below are subject to adjustment for certain events specified in the Master Agreement).

3. If the last bid price (in the case of settlement with Pledged Shares) or the last offer price (in the case of settlement by cash) (collectively the "Settlement Price") of the Common Stock on the Maturity Date is less than or equal to $25.9553 (the "Floor Price"), the Reporting Person would deliver to the Buyer the entire amount of the Shares; if the Settlement Price of the Common Stock on the Maturity Date is greater than the Floor Price and less than $31.7231 (the "Ceiling Price") the Reporting Person would deliver to the Buyer a number of shares of Common Stock determined by multiplying the Pledged Shares by a fraction determined by dividing the Floor Price by the Settlement Price. This explanation is continued in the next Footnote.

4. If the Settlement Price is greater than or equal to the Ceiling Price, the Reporting Person would deliver to the Buyer a number of shares of Common Stock determined by multiplying the Pledged Shares by a fraction determined by subtracting from 1 the quotient of (x) the Ceiling Price minus the Floor Price, divided by (y) the Settlement Price.

5. 12,529 of the options vested on 2/18/2006, 12,529 will vest on 2/18/2007, and 12,529 of the options will vest on 2/18/2008.

6. 37,500 of the options vested on 2/20/2005, 37,500 of the options vested on 2/20/2006 and 37,500 of the options will vest on 2/20/2007.

Remarks:

All option exercise prices and the number of options reported in this Form 4 have been adjusted for the Registrant's two 3 for 2 stock splits effected in the form of stock dividends on September 15, 2005 and 12/30/2005.

	/s/ Steven E. Fivel, Attorney-in-Fact	02/23/2006
	** 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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