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 OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

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 ST., SUITE 900 		3. Date of Earliest Transaction (MM/DD/YYYY)

3/31/2015
(Street)

AUSTIN, TX 78701
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

4/1/2015 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   3/31/2015     M    5269   (1) A   (2) 8154   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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) 3/31/2015     M         5269      (3)   (3) Common Stock   5269   $0.00   106700   (4) D    

Explanation of Responses:
( 1)  Shares issued upon vesting of Restricted Stock Units (RSUs) granted to the Reporting Person on October 7, 2014.
( 2)  RSUs were granted to the Reporting Person pursuant to the issuer's 2014 Incentive Award Plan. Each RSU represents a contingent right to receive one share of the issuer's common stock.
( 3)  This is the first of three (3) vesting installments of RSUs granted to the Reporting Person on October 7, 2014. The remaining 5,269 RSUs from such grant shall vest in two equal annual installments beginning September 30, 2015, subject to the Reporting Person's continued service with Sizmek through the applicable vesting date, provided that the restricted stock units are subject to accelerated vesting under certain circumstances.
( 4)  This amendment is being filed to correct the accumulated number of Restricted Stock Units beneficially owned, which was originally reported as 96,162 rather than the correct amount of 106,700.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
SAUNDERS KENNETH J
500 WEST 5TH ST.
SUITE 900
AUSTIN, TX 78701

Chief Financial Officer

Signatures
/s/ Kenneth J. Saunders 4/24/2015
** Signature of Reporting Person Date


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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
Sizmek Inc. (MM) (NASDAQ:SZMK)
Historical Stock Chart
From Mar 2024 to Apr 2024 Click Here for more Sizmek Inc. (MM) Charts.
Sizmek Inc. (MM) (NASDAQ:SZMK)
Historical Stock Chart
From Apr 2023 to Apr 2024 Click Here for more Sizmek Inc. (MM) Charts.