Sec Form 4 Filing - Lerner Eric @ SYSTEMAX INC - 2019-01-17

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 Lerner Eric 2. Issuer Name and Ticker or Trading Symbol SYSTEMAX INC [ SYX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Senior VP & General Counsel (Last) (First) (Middle) C/O SYSTEMAX INC., 11 HARBOR PARK DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 01/17/2019 (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

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) $ 10.62 01/17/2019 D( 1 ) 6,250 ( 2 ) 05/02/2025 Common Stock 6,250 $ 0 0 D Employee Stock Option (right to buy) $ 8.32 01/17/2019 A( 1 ) 6,250 ( 2 ) 05/02/2025 Common Stock 6,250 $ 0 6,250 D Employee Stock Option (right to buy) $ 8.31 01/17/2019 D( 1 ) 12,500 ( 3 ) 02/01/2026 Common Stock 12,500 $ 0 0 D Employee Stock Option (right to buy) $ 6.01 01/17/2019 A( 1 ) 12,500 ( 3 ) 02/01/2026 Common Stock 12,500 $ 0 12,500 D Employee Stock Option (right to buy) $ 23.72 01/17/2019 A 30,507 ( 4 ) 01/17/2029 Common Stock 30,507 $ 0 30,507 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Lerner Eric C/O SYSTEMAX INC. 11 HARBOR PARK DRIVE PORT WASHINGTON, NY11050 Senior VP & General Counsel Signatures /s/ Eric Lerner 01/21/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The transactions reported herein reflect a one-time stock option repricing (the "Option Repricing") that became effective on January 17, 2019 and are being reported in this manner solely to comply with the technical reporting requirements under Section 16(a) of the Securities Exchange Act of 1934. Pursuant to the Option Repricing, the exercise price of the Employee Stock Option (right to buy) has been amended to reduce such exercise price by $2.30. There have been no other changes to the terms of the Employee Stock Option (right to buy). The Option Repricing was related to a special dividend declared in December 2018. ( 2 )The Employee Stock Option (right to buy) granted on May 2, 2015 had a four year vesting schedule with 25% of the options vesting on the first, second, third and fourth anniversary dates of the grant date. ( 3 )The Employee Stock Option (right to buy) granted on February 1, 2016 had a four year vesting schedule with 25% of the options vesting on the first, second, third and fourth anniversary dates of the grant date. ( 4 )The Employee Stock Option (right to buy) granted on January 17, 2019 had a four year vesting schedule with 25% of the options vesting on the first, second, third and fourth anniversary dates of the grant date.

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