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*
CLINTON GROUP INC

(Last) (First) (Middle)
510 MADISON AVE
8TH FL

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
IMATION CORP [ IMN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) X Other (specify below)
See remarks.
3. Date of Earliest Transaction (Month/Day/Year)
12/14/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 12/14/2015 P 30,000 A $1.275(1) 1,741,001 I See footnotes(2)(3)
Common Stock 12/14/2015 S 36,100 D $1.308(4) 1,704,901 I See footnotes(2)(3)
Common Stock 82,490 I See footnotes(3)(5)
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
1. Name and Address of Reporting Person*
CLINTON GROUP INC

(Last) (First) (Middle)
510 MADISON AVE
8TH FL

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Clinton Relational Opportunity Master Fund, L.P.

(Last) (First) (Middle)
C/O CLINTON GROUP, INC.
510 MADISON AVE., 8TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Clinton Magnolia Master Fund, Ltd.

(Last) (First) (Middle)
C/O CLINTON GROUP INC., 510 MADISON AVE.
8TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Clinton Relational Opportunity LLC

(Last) (First) (Middle)
C/O CLINTON GROUP INC.
510 MADISON AVE., 8TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GEH Capital Inc.

(Last) (First) (Middle)
C/O CLINTON GROUP INC., 510 MADISON AVE.
8TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Hall George E.

(Last) (First) (Middle)
C/O CLINTON GROUP INC, 510 MADISON AVE.
8TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
Explanation of Responses:
1. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1.265 to $1.28, inclusive. The Reporting Persons undertake to provide to Imation Corp., any security holder of Imation Corp., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth herein.
2. The securities reported on this line may be deemed to be indirectly beneficially owned by Clinton Group, Inc. ("CGI"), which securities are directly held by Clinton Relational Opportunity Master Fund, L.P. ("CREL"), Clinton Magnolia Master Fund, Ltd. ("CMMF"), a mutual fund portfolio ("WKCAX") and another mutual fund portfolio ("CASF"). CGI is deemed to be the indirect beneficial owner of such securities by virtue of its position as investment manager of CMMF and its ownership of Clinton Relational Opportunity, LLC, which serves as the investment manager of CREL, and sub-advisory agreements governing each of WKCAX and CASF. Mr. George E. Hall ("Mr. Hall") serves as the Chief Executive Officer of CGI. Mr. Hall is deemed to be the indirect beneficial owner of such securities by virtue of his direct and indirect control of CGI.
3. For purposes of Rule 16a-1(a)(2) of the 1934 Act, each of the Reporting Persons disclaim beneficial ownership of such securities, and this report shall not be deemed an admission that any Reporting Person is the beneficial owner of the securities for the purpose of Section 16 or for any other purpose, except to the extent of such Reporting Person's pecuniary interest therein. Mr. Joseph A. DePerio ("Mr. DePerio") is an employee of CGI and serves as a member of the board of directors of the Issuer. Mr. DePerio submits his Section 16 filings independent of CGI. CGI disclaims beneficial ownership of any and all securities beneficially owned by Mr. DePerio.
4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.26 to $1.33, inclusive. The Reporting Persons undertake to provide to Imation Corp., any security holder of Imation Corp., 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 ranges set forth herein. On behalf of the Reporting Persons, CGI has agreed to disgorge to the issuer all statutory "profits" pursuant to Section 16(b) of the Securities Exchange Act of 1934 that resulted from the transactions reported herein.
5. The securities reported on this line may be deemed to be indirectly beneficially owned by Mr. Hall, which securities are directly held by GEH Capital, Inc. ("GEHC"). Mr. Hall is deemed to be the indirect beneficial owner of such securities by virtue of his indirect ownership of GEHC.
Remarks:
Because Mr. DePerio, an employee of CGI, serves as a member of the board of directors of the Issuer, each of the Reporting Persons may be deemed to be a director by deputization.
Clinton Group, Inc., By: /s/ George Hall, its President 12/15/2015
Clinton Relational Opportunity Master Fund, L.P., By: Clinton Relational Opportunity, LLC, its Investment Manager, By:/s/ John Hall, its Authorized Signatory 12/15/2015
Clinton Magnolia Master Fund Ltd., By: Clinton Group, Inc., its investment advisor, By: /s/ George Hall, its President 12/15/2015
Clinton Relational Opportunity, LLC, By:/s/ John Hall, its Authorized Signatory 12/15/2015
GEH CAPITAL, INC., /s/ Francis Ruchalski 12/15/2015
/s/ George Hall 12/15/2015
** 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).
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