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*
ANDREWS STEVEN ROBERT

(Last) (First) (Middle)
6820 SOUTH HARL AVENUE

(Street)
TEMPE AZ 85283

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
INSIGHT ENTERPRISES INC [ NSIT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Admin Offc, GC and Scty
3. Date of Earliest Transaction (Month/Day/Year)
02/19/2010
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)
Code V Amount (A) or (D) Price
Common Stock 02/19/2010 S 6,250 D $13.2953 (1) 5,801 D
Common Stock 02/20/2010 M 5,943 A $0.00 11,744 D
Common Stock 02/20/2010 F 2,139 D (2) $13.25 9,605 D
Common Stock 02/20/2010 M 10,697 A $0.00 20,302 D
Common Stock 02/20/2010 F 3,449 D (2) $13.25 16,853 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (3) 02/20/2010 M 5,943 (4) (4) Common Stock 5,943 $0.00 11,344 D
Restricted Stock Units (3) 02/20/2010 M 10,697 (5) (5) Common 10,697 $0.00 21,392 D
Restricted Stock Units (3) 02/20/2010 A 11,310 (6) (6) Common 11,310 $0.00 11,310 D
Restricted Stock Units (3) 02/20/2010 A 16,961 (7) (7) Common 16,961 $0.00 16,961 D
Explanation of Responses:
1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.20 to $13.37, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
2. Insight Enterprises, Inc. has withheld the number of whole shares necessary to satisfy the minimum statutory tax withholding obligations. The value of the vested shares (and the taxable income) is calculated based on the closing price on the vesting date or immediately preceeding trading date in the case that the vesting date is a non-trading date.
3. Each restricted stock unit represents a contingent right to receive one share of Common Stock of Insight Enterprises, Inc.
4. The restricted stock units were granted on February 20, 2009, with vesting to occur in three equal installments beginning February 20, 2010.
5. The restricted stock units were granted on February 20, 2009. The number of stock units increased with actual earnings per share (for the fiscal year ended December 31, 2009, on a consolidated non-GAAP diluted basis) and was greater than target earnings per share. Vesting occurs in three equal installments beginning February 20, 2010.
6. The restricted stock units were granted on February 20, 2010, with vesting to occur in three equal installments beginning February 20, 2011.
7. The number of restricted stock units increases or decreases with actual earnings per share (for the fiscal year ending December 31, 2010, on a consolidated non-GAAP diluted basis) greater or less than target earnings per share, and the restricted stock units vest in three equal installments beginning February 20, 2011.
Remarks:
Mark N. Rogers, by Power of Attorney, for Steven R. Andrews 02/23/2010
** 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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