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^*

ZELL SAMUEL

(Last)

(First)

(Middle)

TWO NORTH RIVERSIDE PLAZA

SUITE 600

(Street)

CHICAGO

60606

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ANIXTER INTERNATIONAL INC [ AXE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/26/2017

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	07/26/2017		S		400,568⁽¹⁾	D	$81.3375⁽¹⁾	1,449,432	I⁽³⁾	By Samstock/SZRT, L.L.C.⁽³⁾
Common Stock	07/26/2017		P		400,568⁽¹⁾	A	$81.3375⁽¹⁾	400,568	I⁽⁴⁾⁽¹¹⁾	By KMJZ Investments, L.L.C.⁽⁴⁾⁽¹¹⁾
Common Stock	07/26/2017		S		125,709⁽²⁾	D	$81.3375⁽²⁾	14,666	I⁽⁵⁾	By Trust⁽⁵⁾
Common Stock	07/26/2017		P		125,709⁽²⁾	A	$81.3375⁽²⁾	526,277	I⁽⁴⁾⁽¹¹⁾	By KMJZ Investments, L.L.C.⁽⁴⁾⁽¹¹⁾
Common Stock								55,587	I⁽⁶⁾⁽¹¹⁾	By Samstock/Alpha, L.L.C⁽⁶⁾⁽¹¹⁾
Common Stock								1,797,147	I⁽⁷⁾⁽¹¹⁾	By Samstock/SIT, L.L.C⁽⁷⁾⁽¹¹⁾
Common Stock								55,588	I⁽⁸⁾⁽¹¹⁾	By Samstock/ZFT, L.L.C⁽⁸⁾⁽¹¹⁾
Common Stock								28,700	I⁽⁹⁾⁽¹¹⁾	By SZ Intervivos QTIP Trust⁽⁹⁾⁽¹¹⁾
Common Stock								1,000	I⁽¹⁰⁾⁽¹¹⁾	In Trust by spouse⁽¹⁰⁾⁽¹¹⁾
Common Stock								82,146⁽¹²⁾	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)

Explanation of Responses:

1. Samstock/SZRT (defined in footnote 3 below) sold 400,568 shares of Common Stock, at a price equal to the average of the highest and lowest quoted selling prices on the New York Stock Exchange of one share of Common Stock as of the date of the transaction, to KMJZ Investments (defined in footnote 4 below) for estate planning purposes. Additional details on the transaction are available in the Schedule 13D/A filed by Samuel Zell on July 28, 2017.

2. Samuel Zell Revocable Trust, an Illinois revocable trust of which Mr. Zell is the beneficiary and sole trustee, ("Zell Trust") sold 125,709 shares of Common Stock, at a price equal to the average of the highest and lowest quoted selling prices on the New York Stock Exchange of one share of Common Stock as of the date of the transaction, to KMJZ Investments for estate planning purposes. Additional details on the transaction are available in the Schedule 13D/A filed by Samuel Zell on July 28, 2017.

3. Samstock/SZRT, L.L.C. is a Delaware limited liability company ("Samstock/SZRT") whose sole member is Zell Trust. Mr. Zell is the sole trustee and beneficiary of Zell Trust.

4. KMJZ Investments, L.L.C., a Delaware limited liability company, ("KMJZ Investments") is owned by various trusts established for the benefit of Mr. Zell and members of his family (collectively, the "Zell Family"). The trustee of such trusts is Chai Trust Company, L.L.C., an Illinois limited liability company ("Chai Trust"). Mr. Zell is not an officer or director of Chai Trust and does not have voting or dispositive power over such shares.

5. These shares of Common Stock are beneficially owned by Zell Trust, the trustee of which is Mr. Zell.

6. Samstock/Alpha, L.L.C. is a Delaware limited liability company whose sole member is Alphabet Partners, an Illinois partnership. Alphabet Partners is owned by various trusts established for the benefit of the Zell Family, the trustee of which is Chai Trust. Mr. Zell is not an officer or director of Chai Trust and does not have voting or dispositive power over such shares.

7. Samstock/SIT, L.L.C. is a Delaware limited liability company whose sole member is Sam Investment Trust, an Illinois trust established for the benefit of the Zell Family, the trustee of which is Chai Trust. Mr. Zell is not an officer or director of Chai Trust and does not have voting or dispositive power over such shares.

8. Samstock/ZFT, L.L.C. is a Delaware limited liability whose sole member is ZFT Partnership, an Illinois partnership. ZFT Partnership is owned by various trusts established for the benefit of the Zell Family, the trustee of which is Chai Trust. Mr. Zell is not an officer or director of Chai Trust and does not have voting or dispositive power over such shares.

9. SZ Intervivos QTIP Trust is a trust organized in Illinois established for the benefit of the Zell Family and the Zell Family Foundation. The trustee of SZ Intervivos QTIP Trust is Chai Trust. Mr. Zell is not an officer or director of Chai Trust and does not have voting or dispositive power over such shares.

10. These shares of Common Stock are owned by the Helen Zell Revocable Trust ("HZRT"). Mr. Zell's spouse, Helen Zell, is the trustee of HZRT.

11. Mr. Zell disclaims beneficial ownership of the reported securities except to the extent, if any, of its or his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Zell is the beneficial owner of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

12. This amount includes stock units that are fully vested at time of grant and will convert to shares of Common Stock on a 1-for-1 basis at a time that was determined prior to the grant.

	/s/ Samuel Zell	07/28/2017
	** Signature of Reporting Person	Date
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