INSIGHT ENTERPRISES INC — Director's Dealing 2022

Feb 17, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INSIGHT ENTERPRISES INC (NSIT)
CIK: 0000932696
Period of Report: 2022-02-15

Reporting Person: Baum Alexander L. (Director, See Remarks)
Reporting Person: ValueAct Holdings, L.P. (Director, See Remarks)
Reporting Person: ValueAct Capital Master Fund, L.P. (Director, See Remarks)
Reporting Person: VA Partners I, LLC (Director, See Remarks)
Reporting Person: ValueAct Capital Management, L.P. (Director, See Remarks)
Reporting Person: ValueAct Capital Management, LLC (Director, See Remarks)
Reporting Person: ValueAct Holdings II, L.P. (Director, See Remarks)
Reporting Person: ValueAct Holdings GP, LLC (Director, See Remarks)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-02-15	Restricted Stock Units	$	A	328	Acquired		Common Stock (328)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3358585	Indirect

Footnotes

F1: Each reporting person listed herein disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

F2: The securities reported herein are directly beneficially owned by ValueAct Capital Master Fund, L.P. and may be deemed to be indirectly beneficially owned by (i) VA Partners I, LLC as General Partner of ValueAct Capital Master Fund, L.P. , (ii) ValueAct Capital Management, L.P. as the manager of ValueAct Capital Master Fund, L.P. , (iii) ValueAct Capital Management, LLC as General Partner of ValueAct Capital Management, L.P., (iv) ValueAct Holdings, L.P. as the majority owner of the membership interests of VA Partners I, LLC, (v) ValueAct Holdings II, L.P. as the sole owner of the membership interests of ValueAct Capital Management, LLC and as the majority owner of the limited partnership interests of ValueAct Capital Management, L.P., and (vi) ValueAct Holdings GP, LLC as General Partner of ValueAct Holdings, L.P. and ValueAct Holdings II, L.P.

F3: Each restricted stock unit represents a contingent right to receive one share of Common Stock of Insight Enterprises, Inc.

F4: The restricted stock units were granted on February 15, 2022 with vesting to occur in three equal annual installments beginning February 15, 2023.

F5: The ValueAct entities referred to in this footnote 5 are collectively referred to herein as "ValueAct Capital." Under an agreement with ValueAct Capital, Alexander L. Baum is deemed to hold the shares for the benefit of the limited partners of ValueAct Capital Master Fund, L.P. and indirectly for (i) VA Partners I, LLC as General Partner of ValueAct Capital Master Fund, L.P., (ii) ValueAct Capital Management, L.P. as the manager of ValueAct Capital Master Fund, L.P., (iii) ValueAct Capital Management, LLC as General Partner of ValueAct Capital Management, L.P., (iv) ValueAct Holdings, L.P. as the majority owner of the membership interests of VA Partners I, LLC, (v) ValueAct Holdings II, L.P. as the sole owner of the membership interests of ValueAct Capital Management, LLC and as the majority owner of the limited partnership interests of ValueAct Capital Management, L.P., and (vi) ValueAct Holdings GP, LLC as General Partner of ValueAct Holdings, L.P. and ValueAct Holdings II, L.P.