SEC Form 4 · accession 0001209191-18-054682

CONVERGYS CORP · CVG

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

Reporting owner

Jeffrey H Fox

Director

Period of report

Oct 5, 2018

Accepted (ET)

Oct 10, 2018 · 4:23 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	Sep 27, 2018	G	23,150	—	D	286,686	D
Common Shares^F1	Sep 27, 2018	G	23,150	—	A	38,150	I	By Fox Family Charitable Trust
Common Shares^F2	Oct 5, 2018	D	4,841	—	D	282,045	D
Common Shares^F3	Oct 5, 2018	D	282,045	—	D	0	D
Common Shares^F4	Oct 5, 2018	D	38,150	—	D	0	I	By Fox Family Charitable Trust
Common Shares^F5	Oct 5, 2018	D	300,000	—	D	0	I	By FAMCO Enterprises Limited

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)^F7,F6	$13.76	Oct 5, 2018	D	193,630	D	—	Feb 4, 2021	Common Shares	193,630	0	D
Stock Options (Right to Buy)^F9,F8	$12.79	Oct 5, 2018	D	81,370	D	—	Feb 10, 2022	Common Shares	81,370	0	D

Explanation of responses

F1Shares gifted to Fox Family Charitable Trust.
F2At 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 time-based restricted stock units were converted into the right to receive $119,863.16 in cash, which amount will vest and be paid in accordance with the Merger Agreement and the applicable award agreement.
F3At the Effective Time, these shares were cancelled pursuant to the Merger Agreement in exchange for the right to receive $3,737,096.25 in cash and 35,622.28 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.
F4At the Effective Time, these shares were cancelled pursuant to the Merger Agreement in exchange for the right to receive $505,487.50 in cash and 4,818.35 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.
F5At the Effective Time, these shares were cancelled pursuant to the Merger Agreement in exchange for the right to receive $3,975,000 in cash and 37,890 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.
F6The stock options were part of a previously reported grant that vested 50% on February 4, 2013 and 50% on February 4, 2014.
F7At the Effective Time, these stock options were cancelled pursuant to the Merger Agreement in exchange for the right to receive $2,129,930 in cash.
F8The stock options were part of a previously reported grant that vested 50% on February 10, 2014 and 50% on February 10, 2015.
F9At the Effective Time, these stock options were cancelled pursuant to the Merger Agreement in exchange for the right to receive $973,998.90.