GLOBAL INDUSTRIAL Co — Director's Dealing 2019

Jan 9, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SYSTEMAX INC (SYX)
CIK: 0000945114
Period of Report: 2019-01-07

Reporting Person: REINHOLD LAWRENCE P (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-01-07	Common Stock	J	35000	—	Acquired	165011	Direct
2019-01-07	Common Stock	F	9779	$23.10	Disposed	165011	Direct
2019-01-07	Common Stock	J	30000	—	Acquired	165011	Direct
2019-01-07	Common Stock	F	11805	$23.10	Disposed	165011	Direct
2019-01-07	Common Stock	J	16666	—	Acquired	165011	Direct
2019-01-07	Common Stock	F	4337	$23.10	Disposed	165011	Direct
2019-01-07	Common Stock	A	849	—	Acquired	165011	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-01-07	Employee Stock Option (right to buy)	$8.31	D	25000	Disposed	2026-02-01	Common Stock (25000.0)	Direct

Footnotes

F1: The Reporting Person entered into a separation agreement with the Issuer pursuant to which upon his separation as Chief Executive Officer of the Issuer on January 7, 2019, all of his unvested restricted stock units accelerated and vested on the separation date as follows: (i) 35,000 unvested restricted stock units accelerated and vested from the August 25, 2010 grant, (ii) 30,000 unvested restricted stock units accelerated and vested from the November 14, 2011 grant, and (iii) 16,666 unvested restricted stock units accelerated and vested from the February 1, 2016 grant.

F2: The amount of securities beneficially owned following all reported transactions in Table I is 165,011 shares of common stock.

F3: Shares surrendered to the Issuer for payment of tax liability incident to the accelerated vesting of 35,000 restricted stock units.

F4: Shares surrendered to the Issuer for payment of tax liability incident to the accelerated vesting of 30,000 restricted stock units.

F5: Shares surrendered to the Issuer for payment of tax liability incident to the accelerated vesting of 16,666 restricted stock units.

F6: On January 7, 2019 (the date the Reporting Person became a non-employee director of the Issuer), the Reporting Person received 849 shares of restricted stock units pursuant to the Issuer's 2010 Long Term Incentive Plan (such grant reflecting the usual annual $40,000 grant being pro-rated). The number of restricted stock units was determined by dividing $20,000 by the average closing price per share during the 20 trading days preceding the date of such appointment (rounded up to the nearest whole number of shares). Such shares are generally subject to forfeiture if the holder is not a director of the Issuer on June 4, 2020, and can not be sold while so restricted; such restrictions lapse if the holder dies or becomes disabled or there is a change of control, as defined in the grant agreement.

F7: On January 7, 2019, the Reporting Person entered into a two year consulting agreement with the Issuer, pursuant to which certain option awards previously granted to the Reporting Person (when he was Chief Executive Officer of the Issuer) will continue to vest, terminate or remain exercisable in accordance with their terms during the ongoing consultancy period. Pursuant to the consulting agreement, the employee stock option (right to buy) granted on February 1, 2016 consisting of 50,000 shares shall be treated as follows: (1) the 25,000 unvested options were terminated and (ii) the 25,000 vested options shall remain exercisable in accordance with their terms during the ongoing consultancy period.

F8: The options granted on February 1, 2016 had a four year vesting schedule with 25% of the options vesting on the first, second, third and fourth anniversary dates of the grant date. The 25,000 options that will be beneficially owned following the reported transaction in Table II vested as follows: (i) 12,500 vested on February 1, 2017 and (ii) 12,500 vested on February 1, 2018.