Sec Form 4 Filing - Bell Peter George @ Internap Corp - 2016-02-20

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Bell Peter George
2. Issuer Name and Ticker or Trading Symbol
Internap Corp [ INAP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
SVP, Global Sales
(Last) (First) (Middle)
ONE RAVINIA DRIVE, SUITE 1300
3. Date of Earliest Transaction (MM/DD/YY)
02/20/2016
(Street)
ATLANTA, GA30346
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
Restricted Common Stock 02/20/2016 F( 1 ) 900 D $ 2.11 38,067 D
Restricted Common Stock ( 2 ) 02/22/2016 A 22,326 A $ 0 ( 3 ) 60,393 D
Restricted Common Stock ( 4 ) 02/22/2016 A 22,163 A $ 0 ( 3 ) 82,556 D
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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 Option (right to buy) $ 2 02/22/2016 A 66,359 ( 5 ) 02/21/2026 Common Stock 66,359 $ 0 66,359 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Bell Peter George
ONE RAVINIA DRIVE
SUITE 1300
ATLANTA, GA30346
SVP, Global Sales
Signatures
/s/ Tashia L. Rivard, by Power of Attorney 02/22/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares withheld to satisfy minimum statutory tax obligations on vesting of restricted stock.
( 2 )The shares of restricted stock shall vest annually in four equal installments beginning on the first anniversary of the grant date.
( 3 )The restricted common stock was awarded in an exempt transaction pursuant to Rule 16b-3(d) of the Securities Exchange Act of 1934, as amended.
( 4 )The shares of restricted stock shall vest in three installments: 30% will vest on August 30, 2016, 30% will vest on February 28, 2017 and 40% will vest on August 30, 2017.
( 5 )The options shall vest as follows: 25% on the first anniversary of the grant date and in 36 equal monthly installments thereafter.

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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