Sec Form 4 Filing - CONNORS MICHAEL P @ Information Services Group Inc. - 2021-06-01

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
CONNORS MICHAEL P
2. Issuer Name and Ticker or Trading Symbol
Information Services Group Inc. [ III]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chairman & CEO
(Last) (First) (Middle)
2187 ATLANTIC ST
3. Date of Earliest Transaction (MM/DD/YY)
06/01/2021
(Street)
STAMFORD, CT06902
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
Shares of Common Stock 06/01/2021 F( 1 ) 22,342 D $ 5.9 5,494,419 D
Shares of Common Stock 06/01/2021 A( 2 ) 118,644 A $ 5.9 5,613,063 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 Based RSUs ( 3 ) 06/01/2021 A 203,390 ( 3 ) 06/01/2024 Common Stock 203,390 $ 0 203,390 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CONNORS MICHAEL P
2187 ATLANTIC ST
STAMFORD, CT06902
X Chairman & CEO
Signatures
David E. Berger, as attorney-in-fact 06/03/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents deemed disposition of shares of common stock to the Issuer as a result of withholding of shares of common stock to satisfy tax withholding obligations in connection with vesting of restricted stock units issued in accordance with Rule 16b-3.
( 2 )Represents restricted stock units (RSUs) granted to the reporting person pursuant to the Information Services Group, Inc. Amended and Restated 2007 Equity and Incentive Award Plan, which will vest in 4 equal installments on each of the first, second, third and fourth anniversaries of June 1, 2021
( 3 )Represents a grant of RSUs that may be earned based on achievement of market price goals, which will be measured at the average closing price of the Issuer's common stock over the ten-trading-day period prior to and including the third anniversary of the date of grant. 50% of the number of RSUs reported above will be earned if the measured market price is between $5.25 and $6.00 and 100% of the RSUs will be earned if the measured market price is $7.50 or above, with straight-line interpolation of the number of earned RSUs if the measured market price is between $6 and $7.50. Unearned RSUs will be canceled. Market price goals are subject to adjustment for stock splits and certain other corporate events. The Compensation Committee determined the share price targets in December 2020 based upon the year-end 2020 share price. The targets established represent a 60% share price increase from the year-end share price. Once determined, any such earned RSUs will be fully vested.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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