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^*

FENTON STUART

(Last)

(First)

(Middle)

6820 SOUTH HARL AVENUE

(Street)

TEMPE

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)
	President Insight EMEA

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2013

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	02/20/2013		M		15,094	A	$0.00	47,403	D
Common Stock	02/20/2013		M		5,031	A	$0.00	52,434	D
Common Stock	02/20/2013		M		6,823	A	$0.00	59,257	D
Common Stock	02/20/2013		M		2,729	A	$0.00	61,986	D
Common Stock	02/20/2013		M		2,275	A	$0.00	64,261	D
Common Stock	02/20/2013		M		2,275	A	$0.00	66,536	D
Common Stock	02/20/2013		S		32,000	D	$20.6895⁽¹⁾	34,536	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⁾	02/20/2013		M			15,094	⁽³⁾	⁽³⁾	Common Stock	15,094	$0.00	0	D
Restricted Stock Unit	⁽²⁾	02/20/2013		M			5,031	⁽⁴⁾	⁽⁴⁾	Common Stock	5,031	$0.00	0	D
Restricted Stock Unit	⁽²⁾	02/20/2013		M			6,823	⁽⁵⁾	⁽⁵⁾	Common Stock	6,823	$0.00	6,823	D
Restricted Stock Unit	⁽²⁾	02/20/2013		M			2,729	⁽⁶⁾	⁽⁶⁾	Common Stock	2,729	$0.00	5,458	D
Restricted Stock Unit	⁽²⁾	02/20/2013		M			2,275	⁽⁷⁾	⁽⁷⁾	Common Stock	2,275	$0.00	4,550	D
Restricted Stock Unit	⁽²⁾	02/20/2013		M			2,275	⁽⁸⁾	⁽⁸⁾	Common Stock	2,275	$0.00	6,824	D
Restricted Stock Unit	⁽²⁾	02/20/2013		A		14,627		⁽⁹⁾	⁽⁹⁾	Common Stock	14,627	$0.00	14,627	D
Restricted Stock Unit	⁽²⁾	02/20/2013		A		9,752		⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	9,752	$0.00	9,752	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 $20.58 to $20.85, 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. Each restricted stock unit represents a contingent right to receive one share of Common Stock of Insight Enterprises, Inc.

3. The restricted stock units were granted on February 20, 2010. The number of stock units increased with actual earnings per share (for the fiscal year ended December 31, 2010, on a consolidated non-GAAP diluted basis) and was greater than target earnings per share. Vesting occurs in three equal annual installments beginning February 20, 2011.

4. The restricted stock units were granted on February 20, 2010, with vesting to occur in three equal annual installments beginning February 20, 2011.

5. The restricted stock units were granted on February 20, 2011. The number of restricted stock units increased with actual non-GAAP return on invested capital against budgeted non-GAAP return on invested capital and was greater than target non-GAAP return on invested capital. Vesting occurs in three equal annual installments beginning February 20, 2012.

6. The restricted stock units were granted on February 20, 2011, with vesting to occur in four equal annual installments beginning February 20, 2012.

7. The restricted stock units were granted on February 20, 2012. The number of restricted stock units decreased with actual non-GAAP return on invested capital against budgeted non-GAAP return on invested capital and was less than target non-GAAP return on invested capital. Vesting occurs in three equal annual installments beginning February 20, 2013.

8. The restricted stock units were granted on February 20, 2012, with vesting to occur in four equal annual installments beginning February 20, 2013.

9. The restricted stock units were granted on February 20, 2013. The number of restricted stock units increases or decreases with non-GAAP return on invested capital against budgeted non-GAAP return on invested capital, and the restricted stock units will vest in three equal annual installments beginning February 20, 2014.

10. The restricted stock units were granted on February 20, 2013, with vesting to occur in four equal annual installments beginning February 20, 2014.

Remarks:

	Mark N. Rogers, by Power of Attorney, for Stuart A. Fenton	02/22/2013
	** Signature of Reporting Person	Date
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