Sec Form 4 Filing - Ellenthal Andy @ Sizmek Inc. - 2014-03-02

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 Ellenthal Andy 2. Issuer Name and Ticker or Trading Symbol Sizmek Inc. [ SZMK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP - Sales & Operations (Last) (First) (Middle) 24 ST. CLAIRE AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 03/02/2014 (Street) OLD GREENWICH, X106870 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 03/04/2014 S 8,050 D $ 12.99 103,698 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 Restricted Stock Units ( 1 ) 03/02/2014 A 19,641 ( 2 ) ( 2 ) Common Stock 19,641 $ 0 19,641 D Restricted Stock Units ( 1 ) 03/02/2014 A 29,462 ( 3 ) ( 3 ) Common Stock 29,462 $ 0 49,103 D Employee Stock Option (right to buy) $ 12.39 03/02/2014 A 30,852 ( 4 ) 03/01/2024 Common Stock 30,852 $ 0 30,852 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Ellenthal Andy 24 ST. CLAIRE AVENUE OLD GREENWICH, X106870 EVP - Sales & Operations Signatures /s/ Andy Ellenthal 03/04/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each restricted stock unit represents a contingent right to receive one share of Sizmek common stock. ( 2 )The restricted stock units vest in three equal annual installments beginning March 2, 2015, subject to the Reporting Person's continued service with Sizmek through the applicable vesting date, provided that the restricted stock units are subject to accelerated vesting under certain circumstances. ( 3 )The restricted stock units vest based on the achievement of certain corporate performance objectives during the three year period ending December 31, 2016, subject to the Reporting Person's continued service through the applicable vesting date, provided that the restricted stock units are subject to accelerated vesting under certain circumstances. ( 4 )The option vests in three equal annual installments beginning on March 2, 2015, subject to the Reporting Person's continued service with Sizmek through the applicable vesting date, provided that the option is subject to accelerated vesting under certain circumstances.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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