Sec Form 4 Filing - Litwin Barry @ SYSTEMAX INC - 2017-07-31

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 Litwin Barry 2. Issuer Name and Ticker or Trading Symbol SYSTEMAX INC [ SYX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O SYSTEMAX INC., 11 HARBOR PARK DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 07/31/2017 (Street) PORT WASHINGTON, NY11050 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 07/31/2017( 1 ) A 2,108 A $ 0 2,108 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 Stock Option (right to buy) $ 18.12 07/31/2017( 1 ) A 5,000 07/31/2017 ( 2 ) Common Stock 5,000 $ 0 5,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Litwin Barry C/O SYSTEMAX INC. 11 HARBOR PARK DRIVE PORT WASHINGTON, NY11050 X Signatures /s/ Barry Litwin by April Gruder, Attorney-in-Fact 08/02/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On July 31, 2017 2017 (the date the reporting person was appointed as a director of Systemax Inc.), the reporting person received 2,108 shares of restricted stock units pursuant to the Company's 2010 Long Term Incentive Plan The number of restricted stock units was determined by dividing $40,000 by the closing price per share during the 20 trading days preceding the date of such appointment (rounded up to the nearest whole number of shares). Such shares are generally subject to forfeiture if the holder is not a director of the Company on June 5, 2019, and can not be sold while so restricted; such restrictions lapse if the holder dies or becomes disabled or there is a change of control, as defined in the grant agreement. ( 2 )The reporting person was granted 5,000 stock options pursuant to the Company's 2010 Long Term Incentive Plan, which shall expire on the earlier of (a) one year folloiwng the end of the reporting person's term as a director and (b) ten years.

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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