SEC Form 4 · accession 0001209191-18-054677

CONVERGYS CORP · CVG

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Andre S Valentine

Officer — Chief Financial Officer

Period of report

Oct 5, 2018

Accepted (ET)

Oct 10, 2018 · 4:19 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001062047

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Shares^F1	Oct 5, 2018	D	2,546	—	D	0	I	By 401(k) Plan
Common Shares^F2	Oct 5, 2018	D	1,215	—	D	235,797	D
Common Shares^F3	Oct 5, 2018	D	159,854	—	D	75,943	D
Common Shares^F4	Oct 5, 2018	D	75,943	—	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Stock Options (Right to Buy)^F6,F5	$13.76	Oct 5, 2018	D	15,000	D	—	Feb 4, 2021	Common Shares	15,000	0	D
Stock Options (Right to Buy)^F8,F7	$12.79	Oct 5, 2018	D	15,990	D	—	Feb 10, 2012	Common Shares	15,990	0	D

Explanation of responses

F1At the Effective Time (as defined in the Agreement and Plan of Merger, dated June 28, 2018 (as amended, the "Merger Agreement"), by and among the Company, SYNNEX Corporation, Delta Merger Sub I, Inc. and Concentrix CVG Corporation), these shares were cancelled pursuant to the Merger Agreement in exchange for the right to receive $33,730.11 in cash and 321.52 shares of SYNNEX Corporation common stock having a market value of $89.14 per share, based on the closing price of SYNNEX common stock on October 5, 2018.
F2At the Effective Time, these phantom shares held under the Company's Executive Deferred Compensation Plan were converted into $29,661.30 in cash based on the closing price of Convergys common stock on October 4, 2018.
F3At the Effective Time, these time-based restricted stock units were converted into the right to receive $3,957,985.04 in cash, which amount will vest and be paid in accordance with the Merger Agreement and the applicable award agreements.
F4At the Effective Time, these shares were cancelled pursuant to the Merger Agreement in exchange for the right to receive $1,006,244.75 in cash and 9,591.60 shares of SYNNEX Corporation common stock having a market value of $89.14 per share, based on the closing price of SYNNEX common stock on October 5, 2018.
F5The stock options were part of a previously reported grant that vested 50% on February 4, 2013 and 50% on February 4, 2014.
F6At the Effective Time, these stock options were cancelled pursuant to the Merger Agreement in exchange for the right to receive $165,000 in cash.
F7The stock options were part of a previously reported grant that vested 50% on February 10, 2014 and 50% on February 10, 2015.
F8At the Effective Time, these stock options were cancelled pursuant to the Merger Agreement in exchange for the right to receive $191,400.30 in cash.