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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
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 Underlying Securities (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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Units (2) | $ 0 (4) | 10/15/2012 | D | 162,268 | (3) | (3) | Common Stock | 162,268 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
DONARGO VINCENT C/O BRIGHTPOINT, INC. 7635 INTERACTIVE WAY, SUITE 200 INDIANAPOLIS, IN 46278 |
Chief Financial Officer |
/s/ Sean M. Mayberry, Attorney-in-Fact | 10/16/2012 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | At the effective time of the merger, pursuant to the Agreement and Plan of Merger, dated as of June 29, 2012 (the "Merger Agreement") by and among Brightpoint, Inc. ("Brightpoint"), Ingram Micro Inc. ("Ingram") and Beacon Sub, Inc., each share of Brightpoint common stock issued and outstanding immediately prior to the effective time of the merger was converted into the right to receive $9.00 in cash. |
(2) | Consists of common stock underlying restricted stock units ("RSUs") granted under Brightpoint's executive equity program. Each RSU represents the contingent right to receive one share of Brightpoint common stock. Pursuant to the Merger Agreement, each RSU outstanding immediately prior to the effective time of the merger was converted into the right to receive $9.00 in cash less any applicable taxes. |
(3) | Pursuant to the Merger Agreement, each RSU outstanding immediately prior to the effective time of the merger was converted into the right to receive $9.00 in cash less any applicable taxes. |
(4) | Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Registrant's common stock. |