Sec Form 4 Filing - FOX JEFFREY H @ CONVERGYS CORP - 2013-02-19

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
FOX JEFFREY H
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)
(Last) (First) (Middle)
ONE INFORMATION WAY, SUITE 400
3. Date of Earliest Transaction (MM/DD/YY)
02/19/2013
(Street)
LITTLE ROCK, AR72202
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
Common Shares 02/19/2013 G 10,000 D $ 16.23 357,377.6 D
Common Shares 400,000 I By FAMCO Enterprises Limited Partnership
Common Shares 31,850 I By Fox Family Charitable Trust
Common Shares 02/20/2013 M 50,000 A $ 10.88 407,377.6 D
Common Shares 02/20/2013 S 50,000 D $ 16.73 357,377.6 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
Employee Stock Option (Right to Buy) $ 10.88 02/20/2013 M 50,000 ( 1 ) 02/09/2015 Common Shares 50,000 $ 0 50,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
FOX JEFFREY H
ONE INFORMATION WAY
SUITE 400
LITTLE ROCK, AR72202
X
Signatures
/s/ Jeffrey H. Fox 02/21/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Inducement grant of fully vested stock options to purchase 300,000 shares. The stock options shall have a five-year term and an exercise price per share equal to the closing price of a share of common stock on the effective date. If employment terminates for any reason, the stock options shall remain exercisable for two years following such termination of employment or, if shorter, the remaining term of the stock options.

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).
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