Sec Form 4 Filing - GINSBURG SCOTT K @ Sizmek Inc. - 2016-03-02

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 GINSBURG SCOTT K 2. Issuer Name and Ticker or Trading Symbol Sizmek Inc. [ SZMK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 500 WEST 5TH ST, SUITE 900 3. Date of Earliest Transaction (MM/DD/YY) 03/02/2016 (Street) AUSTIN, TX78701 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 03/02/2016 M 15,928 A 3,351,334 ( 3 ) 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 ( 2 ) 03/02/2016 M 15,928 ( 1 ) ( 1 ) Common Stock 15,928 $ 0 35,604 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GINSBURG SCOTT K 500 WEST 5TH ST SUITE 900 AUSTIN, TX78701 X X Signatures /s/ Scott K. Ginsburg 03/04/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares issued upon vesting of Restricted Stock Units (RSUs) granted to the Reporting Person on March 2, 2015. The RSUs have vested in full. ( 2 )The RSUs were granted to the Reporting Person pursuant to the issuer's 2014 Incentive Award Plan. Each RSU represented a contingent right to receive one share of the issuer's common stock. ( 3 )The total amount of securities beneficially owned following the reported transaction reported in column 5 includes (a) the Reporting Person's indirect ownership of 1,660 shares held by his minor children and (b) 300,852 shares held by Moon Doggie Family Partnership, L.P., of which the Reporting Person is the general partner

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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