Systemax Inc.
SYSTEMAX INC (Form: 4, Received: 10/02/2017 17:37:42)
FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

REINHOLD LAWRENCE P
2. Issuer Name and Ticker or Trading Symbol

SYSTEMAX INC [ SYX ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
President & CEO
(Last)          (First)          (Middle)

C/O SYSTEMAX INC., 11 HARBOR PARK DRIVE
3. Date of Earliest Transaction (MM/DD/YYYY)

9/28/2017
(Street)

PORT WASHINGTON, NY 11050
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   9/28/2017     S    573   D $27.04   (1) 237614   (2) D    
Common Stock   9/28/2017     S    33157   D $27.73   (3) 204457   (4) D    
Common Stock   9/29/2017     S    41673   D $26.02   (5) 162784   (6) D    
Common Stock   9/29/2017     S    4800   D $26.93   (7) 157984   (8) D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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

Explanation of Responses:
(1)  This transaction was executed in multiple trades at prices ranging from $27.00 to $27.08. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
(2)  The amount of securities beneficially owned following the first reported transaction on Table I includes the February 1, 2016 grant of 50,000 Restricted Stock Units (33,333 remain unvested), the November 14, 2011 grant of 100,000 Restricted Stock Units (50,000 remain unvested), the August 25, 2010 grant of 175,000 Restricted Stock Units (52,500 remain unvested) and 101,781 shares of common stock.
(3)  This transaction was executed in multiple trades at prices ranging from $27.09 to $28.09. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected
(4)  The amount of securities beneficially owned following the second reported transaction on Table I includes the February 1, 2016 grant of 50,000 Restricted Stock Units (33,333 remain unvested), the November 14, 2011 grant of 100,000 Restricted Stock Units (50,000 remain unvested), the August 25, 2010 grant of 175,000 Restricted Stock Units (52,500 remain unvested) and 68,624 shares of common stock.
(5)  This transaction was executed in multiple trades at prices ranging from $25.51 to $26.51. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
(6)  The amount of securities beneficially owned following the first reported transaction on Table I includes the February 1, 2016 grant of 50,000 Restricted Stock Units (33,333 remain unvested), the November 14, 2011 grant of 100,000 Restricted Stock Units (50,000 remain unvested), the August 25, 2010 grant of 175,000 Restricted Stock Units (52,500 remain unvested) and 26,951 shares of common stock.
(7)  This transaction was executed in multiple trades at prices ranging from $26.53 to $27.24. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected
(8)  The amount of securities beneficially owned following the second reported transaction on Table I includes the February 1, 2016 grant of 50,000 Restricted Stock Units (33,333 remain unvested), the November 14, 2011 grant of 100,000 Restricted Stock Units (50,000 remain unvested), the August 25, 2010 grant of 175,000 Restricted Stock Units (52,500 remain unvested) and 22,151 shares of common stock.

Remarks:
The transactions reported on this Form 4 were executed pursuant to a Rule 10b5-1 trading arrangement dated August 28, 2017.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
REINHOLD LAWRENCE P
C/O SYSTEMAX INC.
11 HARBOR PARK DRIVE
PORT WASHINGTON, NY 11050
X
President & CEO

Signatures
/s/ Lawrence Reinhold by April Gruder, Attorney-in-Fact 10/2/2017
** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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