Sec Form 4 Filing - SAUNDERS KENNETH J @ Sizmek Inc. - 2016-09-27

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 SAUNDERS KENNETH J 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) Chief Financial Officer (Last) (First) (Middle) 500 WEST 5TH STREET, SUITE 900 3. Date of Earliest Transaction (MM/DD/YY) 09/27/2016 (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 09/27/2016 U 26,543 ( 1 ) D $ 3.9 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 Restricted Stock Units ( 2 ) 09/27/2016 D 339,396 ( 3 ) ( 3 ) ( 3 ) Common Stock 339,396 $ 3.9 0 D Employee Stock Option (right to buy) ( 4 ) 09/27/2016 D 69,205 ( 4 ) ( 4 ) ( 4 ) Common Stock 69,205 ( 4 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SAUNDERS KENNETH J 500 WEST 5TH STREET, SUITE 900 AUSTIN, TX78701 Chief Financial Officer Signatures /s/ Kenneth J. Saunders 09/28/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated August 3, 2016 among the Issuer, Solomon Holding, LLC and Solomon Merger Subsidiary, Inc. ("Merger Subsidiary"), Merger Subsidiary commenced a tender offer (the "Offer") to purchase any and all of the outstanding shares of the Issuer's common stock at a price of $3.90 per share, payable net to the sellers thereof in cash, without interest and subject to any deduction or withholding of taxes required by applicable laws. The Reporting Person tendered his shares into the Offer and, after the expiration of the Offer at 12:00 midnight, New York City time, at the end of September 26, 2016, Merger Subsidiary accepted all of the tendered shares and the Reporting Person received the Offer price of $3.90 per share. ( 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 )Pursuant to the Merger Agreement, on September 27, 2016, each RSU that was outstanding as of the effective time of the merger (i) automatically vested in full and the restrictions thereon lapsed, and (ii) by virtue of the merger and without any action on the part of the Reporting Person, was cancelled immediately prior to the effective time of the merger and converted into the right to receive an amount in cash equal to the product obtained by multiplying (a) the aggregate number of shares subject to such RSU and (b) $3.90 per share. ( 4 )Pursuant to the Merger Agreement, on September 27, 2016, each outstanding stock option that was unexercised as of the effective time of the merger (i) automatically vested in full, and (ii) by virtue of the merger and without any action on the part of the Reporting Person, was cancelled immediately prior to the effective time of the merger and converted into the right to receive an amount in cash equal to the product obtained by multiplying (a) the aggregate number of shares subject to such stock option and (b) the excess, if any, of $3.90 per share less the exercise price per share of such stock option, subject to any applicable withholding or other taxes required by applicable law to be withheld in accordance with the Merger Agreement. Because the exercise price of all of the Reporting Person's stock options exceeded $3.90 per share all of the stock options were canceled and the Reporting Person received no cash payment.

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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