X0306 4 2015-03-02 0 0001591877 Sizmek Inc. SZMK 0001205424 SAUNDERS KENNETH J 500 WEST 5TH ST. SUITE 900 AUSTIN TX 78701 0 1 0 0 Chief Financial Officer Restricted Stock Units 2015-03-02 4 A 0 36357 0.00 A Common Stock 36357 46895 D Restricted Stock Units 2015-03-02 4 A 0 54536 0.00 A Common Stock 54536 101431 D Employee Stock Option (right to buy) 8.06 2015-03-02 4 A 0 53747 0.00 A 2025-03-01 Common Stock 53747 53747 D Each restricted stock unit (RSU) represents a contingent right to receive one share of the issuer's common stock. The RSUs vest in three equal annual installments beginning March 2, 2016, subject to the Reporting Person's continued service with Sizmek through the applicable vesting date, provided that the restricted stock units are subject to accelerated vesting under certain circumstances. The RSUs vest in three equal annual installments beginning March 2, 2016, based on the achievement of certain corporate performance objectives during the two year period ending December 31, 2016, subject to the Reporting Person's continued service through the applicable vesting date, provided that the restricted stock units are subject to accelerated vesting under certain circumstances. The option vests in three equal annual installments beginning March 2, 2016, subject to the Reporting Person's continued service with Sizmek through the applicable vesting date, provided that the option is subject to accelerated vesting under certain circumstances. /s/ Kenneth J. Saunders 2015-03-04