0001225208-19-012017.txt : 20190903 0001225208-19-012017.hdr.sgml : 20190903 20190903132534 ACCESSION NUMBER: 0001225208-19-012017 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190830 FILED AS OF DATE: 20190903 DATE AS OF CHANGE: 20190903 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Miley Robert Jay CENTRAL INDEX KEY: 0001627204 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-25790 FILM NUMBER: 191071649 MAIL ADDRESS: STREET 1: 1940 EAST MARIPOSA AVENUE STREET 2: ATTN: BRANDON LAVERNE CITY: EL SEGUNDO STATE: CA ZIP: 90245 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: PCM, INC. CENTRAL INDEX KEY: 0000937941 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 954518700 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1940 E. MARIPOSA AVE. CITY: EL SEGUNDO STATE: CA ZIP: 90245 BUSINESS PHONE: 3103545600 MAIL ADDRESS: STREET 1: 1940 E. MARIPOSA AVE. CITY: EL SEGUNDO STATE: CA ZIP: 90245 FORMER COMPANY: FORMER CONFORMED NAME: PC MALL INC DATE OF NAME CHANGE: 20010706 FORMER COMPANY: FORMER CONFORMED NAME: IDEAMALL INC DATE OF NAME CHANGE: 20000620 FORMER COMPANY: FORMER CONFORMED NAME: CREATIVE COMPUTERS INC DATE OF NAME CHANGE: 19950215 4 1 doc4.xml X0306 4 2019-08-30 1 0000937941 PCM, INC. PCMI 0001627204 Miley Robert Jay 1940 EAST MARIPOSA AVENUE EL SEGUNDO CA 90245 1 President, PCM, Inc. COMMON 2019-08-30 4 D 0 73023.0000 0 D 0.0000 D Restricted Stock Unit 2019-08-30 4 D 0 32600.0000 D COMMON 32600.0000 0.0000 D Stock Option (Right to Buy) 10.0500 2019-08-30 4 D 0 20000.0000 D 2023-05-20 COMMON 20000.0000 0.0000 D Stock Option (Right to Buy) 18.7500 2019-08-30 4 D 0 23000.0000 D 2024-05-20 COMMON 23000.0000 0.0000 D Stock Option (Right to Buy) 12.6000 2019-08-30 4 D 0 50000.0000 D 2025-05-20 COMMON 50000.0000 0.0000 D Disposition pursuant to the Agreement and Plan of Merger (the "Merger Agreement") by and among PCM, Inc. (the "Company"), Insight Enterprises, Inc. and Trojan Acquisition Corp., dated as of June 23, 2019, whereby each share of common stock, par value $0.001, of the Company was converted on the effective date of the merger (August 30, 2019) into the right to receive $35.00 in cash, without interest. Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock. The restricted stock units vest in five equal annual installments beginning on the first anniversary of the date of grant. Any unvested units vested in full at the effective time of the merger pursuant to the Merger Agreement. Disposition pursuant to the Merger Agreement: at the effective time of the merger, each restricted stock unit was converted into the right to receive an amount in cash equal to $35.00 plus any accrued and unpaid dividend equivalents with respect to such restricted stock unit. This option is exercisable in quarterly installments over a 5 year period. Any unvested options vested in full at the effective time of the merger pursuant to the Merger Agreement. Disposition pursuant to the Merger Agreement: at the effective time of the merger, each option to purchase the issuer's stock under the issuer's stock plans, whether vested or unvested, was cancelled in exchange for the right to receive an amount in cash equal to the product of (a) the excess of $35.00 over the exercise price of such option multiplied by (b) the number of shares of common stock subject to such option. /s/ Robert Jay Miley 2019-09-03