SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
FOX JEFFREY H

(Last) (First) (Middle)
ONE INFORMATION WAY
SUITE 400

(Street)
LITTLE ROCK AR 72202

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CONVERGYS CORP [ CVG ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/05/2018
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Shares 09/27/2018 G 23,150 D (1) 286,686 D
Common Shares 09/27/2018 G 23,150 A (1) 38,150 I By Fox Family Charitable Trust
Common Shares 10/05/2018 D 4,841 D (2) 282,045 D
Common Shares 10/05/2018 D 282,045 D (3) 0 D
Common Shares 10/05/2018 D 38,150 D (4) 0 I By Fox Family Charitable Trust
Common Shares 10/05/2018 D 300,000 D (5) 0 I By FAMCO Enterprises Limited
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (Right to Buy) $13.76 10/05/2018 D 193,630 (6) 02/04/2021 Common Shares 193,630 (7) 0 D
Stock Options (Right to Buy) $12.79 10/05/2018 D 81,370 (8) 02/10/2022 Common Shares 81,370 (9) 0 D
Explanation of Responses:
1. Shares gifted to Fox Family Charitable Trust.
2. At 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.
3. At 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.
4. At 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.
5. At 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.
6. The stock options were part of a previously reported grant that vested 50% on February 4, 2013 and 50% on February 4, 2014.
7. At 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.
8. The stock options were part of a previously reported grant that vested 50% on February 10, 2014 and 50% on February 10, 2015.
9. At the Effective Time, these stock options were cancelled pursuant to the Merger Agreement in exchange for the right to receive $973,998.90.
Remarks:
/s/ Andrew A. Farwig, attorney-in-fact for Jeffrey H. Fox 10/10/2018
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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