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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 Unit | $ 0 | 12/29/2005 | A | 1,000,000 | 01/01/2007 | 04/01/2013 | Common Stock | 1,000,000 | $ 0 | 1,000,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| FIORENTINO GILBERT C/O SYSTEMAX INC. 11 HARBOR PARK DRIVE PORT WASHINGTON, NY 11050 |
X | |||
| /s/ Gilbert Fiorentino | 12/29/2005 | |
| **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). |
| Remarks: The grant was subject to and conditioned upon (a) the approval by the holders of a majority of the Company's common stock at the Company's next annual stockholders meeting following the date of the October 12, 2004 grant agreement (which approval was obtained on December 29, 2005), and (b) satisfaction of a condition regarding the Company's EBITDA (the "Performance Condition"), which was previously satisfied. These restricted stock units vest in nine installments, the first of which is for 20% and the balance of which are for 10% of the units granted. The first installment of 200,000 units vested on the date on which the Performance Condition was satisfied (i.e., December 29, 2005) and the other installments will vest on April 1 of each year thereafter, commencing April 1, 2006. Shares of common stock are to be delivered within 30 days after the occurrence of a Distribtuion Event, which is defined as the earliest of (i) the date on which the Recipient is no longer an employee of either the Company or the Subsidiary for any reason, (ii) the date on which a change of control (as defined) occurs or (iii) the Trigger Date. The "Trigger Date" is (i) with respect to the Restricted Stock Units that vested on December 29, 2005, January 1, 2006; and (ii) with respect to the Restricted Stock Units that vest on April 1, 2006, or on any suceeding April 1, the date on which the Restricted Stock Units become vested. The Recipient may elect under certain circumstances to defer the Trigger Date and pursuant to such right the Recipient has elected to defer the vesting of the first installment of 200,000 units until January 1, 2007. | |