X0306 4 2016-09-27 1 0001591877 Sizmek Inc. SZMK 0001600241 Gutierrez Xavier A 500 WEST 5TH STREET, SUITE 900 AUSTIN TX 78701 1 0 0 0 Restricted Stock Units 2016-09-27 4 D 0 46052 3.90 D Common Stock 46052 0 D The RSUs were granted to the Reporting Person pursuant to the Issuer's 2014 Incentive Award Plan. Each RSU represented a contingent right to receive one share of the issuer's common stock. Pursuant to the Agreement and Plan of Merger, dated August 3, 2016 among the Issuer, Solomon Holding, LLC and Solomon Merger Subsidiary, Inc., each RSU that was outstanding as of the effective time of the merger (i) automatically vested in full and the restrictions thereon lapsed, and (ii) by virtue of the merger and without any action on the part of the Reporting Person, was cancelled immediately prior to the effective time of the merger and converted into the right to receive an amount in cash equal to the product obtained by multiplying (a) the aggregate number of shares subject to such RSU and (b) $3.90 per share. /s/ Xavier A. Gutierrez 2016-09-28