Sec Form 4 Filing - POKLUDA JAMES L III @ Houston Wire & Cable CO - 2021-06-15

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 POKLUDA JAMES L III 2. Issuer Name and Ticker or Trading Symbol Houston Wire & Cable CO [ HWCC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President & CEO (Last) (First) (Middle) 10201 N. LOOP EAST 3. Date of Earliest Transaction (MM/DD/YY) 06/15/2021 (Street) HOUSTON, TX77029 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 STOCK 06/15/2021 D 674,047 D 0 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 PERFORMANCE STOCK UNITS ( 2 ) 06/15/2021 D 52,910 ( 2 ) ( 2 ) COMMON STOCK 52,910 ( 2 ) 0 D STOCK OPTION $ 72,910 06/15/2021 D 72,910 ( 3 ) 12/20/2021 COMMON STOCK 72,910 ( 4 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other POKLUDA JAMES L III 10201 N. LOOP EAST HOUSTON, TX77029 X President & CEO Signatures /S/JAMES L. POKLUDA III 06/17/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of March 24, 2021, by and among the Omni Cable, LLC, OCDFH Acquisition Sub Inc. ("Merger Sub") and Houston Wire & Cable Company (the "Issuer"), effective as of the effective time of the merger of Merger Sub with and into the Issuer (the "Merger"), these shares of the Issuer's common stock were canceled and converted into the right to receive $5.30 in cash per share (the "Merger Consideration"). The number of shares reported includes 318,212 shares of restricted stock subject to vesting conditions previously reported, which vested in full upon consummation of the Merger. ( 2 )Represents performance stock units previously granted to the reporting person pursuant to the Issuer's stock plan on March 12, 2019 (and not previously reported). Pursuant to the Merger Agreement, these performance stock units awards were converted into the right to receive an amount in cash equal to the product of (x) the Merger Consideration and (y) the number of shares of the Issuer's common stock subject to the performance stock unit award assuming performance at 100% of target levels. ( 3 )These stock options vested in one-third increments on each of the first three anniversaries of the grant date. ( 4 )Pursuant to the Merger Agreement, these outstanding vested stock options were cancelled without any payment to the reporting person, since the exercise price was greater than the Merger Consideration.

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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