Sec Form 4 Filing - Cagnazzi Robert @ Presidio, Inc. - 2019-12-19

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 Cagnazzi Robert 2. Issuer Name and Ticker or Trading Symbol Presidio, Inc. [ PSDO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) ONE PENN PLAZA, SUITE 2832 3. Date of Earliest Transaction (MM/DD/YY) 12/19/2019 (Street) NEW YORK,, NY10119 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 12/19/2019 D 535,484 D $ 16.6 ( 1 ) 0 I See footnote ( 2 ) Common Stock 12/19/2019 D 10,000 D $ 16.6 ( 1 ) 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 Employee Stock Option (right to buy) $ 1.43 12/19/2019 D 6,134 ( 3 ) 03/15/2022 Common Stock 6,134 ( 3 ) 689,794 D Employee Stock Option (right to buy) $ 1.43 12/19/2019 D 689,794 ( 3 ) 03/15/2022 Common Stock 689,794 ( 3 ) 0 D Employee Stock Option (right to buy) $ 5 12/19/2019 D 200,000 ( 3 ) 03/11/2025 Common Stock 200,000 ( 3 ) 200,000 D Employee Stock Option (right to buy) $ 5 12/19/2019 D 100,000 ( 3 ) 03/11/2025 Common Stock 100,000 ( 3 ) 100,000 D Employee Stock Option (right to buy) $ 5 12/19/2019 D 100,000 ( 3 ) 03/11/2025 Common Stock 100,000 ( 3 ) 0 D Employee Stock Option (right to buy) $ 14 12/19/2019 D 327,600 ( 3 ) 03/09/2027 Common Stock 327,600 ( 3 ) 0 D Employee Stock Option (right to buy) $ 14.77 12/19/2019 D 300,000 ( 3 ) 08/13/2028 Common Stock 300,000 ( 3 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Cagnazzi Robert ONE PENN PLAZA, SUITE 2832 NEW YORK,, NY10119 X Chief Executive Officer Signatures /s/ Robert Cagnazzi 12/23/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to that certain Agreement and Plan of Merger, dated as of August 14, 2019, as amended on September 25, 2019 (the "Merger Agreement") by and among Presidio, Inc. ("Presidio"), BCEC - Port Holdings (Delaware), LP ("Parent") and Port Merger Sub, Inc., each share of common stock of Presidio issued and outstanding at the effective time was converted into the right to receive $16.60 in cash, without interest (the "Merger Consideration"). Pursuant to that certain Rollover Agreement by and between Robert Cagnazzi and Parent, dated as of August 13, 2019, Mr. Cagnazzi rolled over 363,656 shares of common stock for Class A-2 limited partnership units in Parent. The remaining 181,828 shares were converted into the right to receive $16.60. ( 2 )By The Project Brizo Limited Partnership. Robert Cagnazzi may be deemed to beneficially own the shares of common stock of Presidio, Inc. held by The Project Brizo Limited Partnership, the equity interests of which are held by its general partner, KBLAG LTD., and The 2012 Cagnazzi Irrevocable Gift Giving Trust (the "Trust"). Mr Cagnazzi is the President of KBLAG LTD., which holds 1% of the equity interests of The Project Brizo Limited Partnership. The Trust holds 99% of the equity interests of The Project Brizo Limited Partnership. The trustee and the beneficiaries of the Trust are members of Mr. Cagnazzi's household. Mr. Cagnazzi disclaims beneficial ownership of all such common stock held by The Project Brizo Limited Partnership. This report shall not be deemed an admission that Mr. Cagnazzi is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. ( 3 )Pursuant to the Merger Agreement, each Presidio stock option outstanding immediately prior to the effective time, whether vested or unvested, was accelerated and canceled in exchange for the excess, if any, of the Merger Consideration, less the applicable option exercise price (and less any applicable tax withholdings).

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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