Edgar Filing: Ward Thomas

Ownership Submission

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

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Ward Thomas

2. Issuer Name and Ticker or Trading Symbol
BRIGHTPOINT INC [CELL]

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
VP Inv Relations and PR

(Last)

(First)

(Middle)

C/O 7635 INTERACTIVE WAY, SUITE 200

3. Date of Earliest Transaction (Month/Day/Year)
10/15/2012

(Street)

INDIANAPOLIS, IN 46278

4. If Amendment, Date 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

(City)

(State)

(Zip)

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 ⁽¹⁾	10/15/2012		D		2,619	D	$ 9 ⁽¹⁾	0	D
Common Stock ⁽²⁾	10/15/2012		D		25,283	D	$ 9 ⁽³⁾	0	D

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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 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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Units ⁽²⁾

$ 0 ⁽⁴⁾

10/15/2012

25,283

⁽³⁾

Common Stock

25,283

$ 0

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Ward Thomas C/O 7635 INTERACTIVE WAY SUITE 200 INDIANAPOLIS, IN 46278			VP Inv Relations and PR

Signatures

/s/ Sean M. Mayberry, Attorney-in-Fact		10/16/2012
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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.

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