EXPLANATORY STATEMENT
This Amendment No. 7 to Schedule 13D (“Amendment No. 7”) relates to the Common Stock, par value $0.001 per share (the “Common Stock”) of PCM, Inc., a Delaware corporation (the “Company”). This Amendment No. 7 is being jointly filed by Frank F. Khulusi and Mona C. Khulusi (the “Reporting Persons”), individually and as joint trustees of (i) the Khulusi Revocable Family Trust dated November 3, 1993 (the “Trust”), (ii) the Frank F. Khulusi and Mona C. Khulusi Charitable Lead Annuity Trust (the “CLAT”) and (iii) the Frank F. Khulusi and Mona C. Khulusi Foundation Trust (the “Foundation”), to amend and supplement the information set forth below of the Schedule 13D previously filed by the Reporting Persons with the Securities and Exchange Commission on February 14, 2003 (the “Original Filing”), as amended by Amendment Nos. 1 through 6 to the Original Filing.
As set forth below, as a result of the consummation of the transactions contemplated by the Merger Agreement (as defined below) on August 30, 2019, the Reporting Persons ceased to be the beneficial owners of more than five percent of the Common Stock. The filing of this Amendment No. 7 represents the final amendment to this Schedule 13D and constitutes an exit filing for the Reporting Persons.
Item 4. Purpose of the Transaction.
Item 4 is hereby amended to add the following:
On June 23, 2019, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Insight Enterprises, Inc., a Delaware corporation (“Insight”) and Trojan Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Insight (“Merger Sub”). On August 30, 2019, pursuant to, and on the terms and subject to the conditions of, the Merger Agreement, Merger Sub was merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation in the Merger. At the effective time of the merger (the “Effective Time”), each share of common stock, par value $0.001, of the Company (each, a “Company Share”) issued and outstanding immediately prior to the Effective Time (other than (i) Company Shares owned by Insight, Merger Sub or the Company or any of their respective direct or indirect wholly-owned subsidiaries, in each case, not held by third parties, and (ii) Company Shares owned by stockholders of the Company who have perfected and not withdrawn a demand for appraisal pursuant to Section 262 of the General Corporation Law of the State of Delaware) was converted into the right to receive $35.00 in cash (the “Per Share Merger Consideration”), without interest.
Item 5. Interests in Securities of the Issuer.
Item 5 is hereby amended and restated to read as follows:
(a)-(b) Effective August 30, 2019, as a result of the Merger, each share of Common Stock owned by the Reporting Persons was converted into the right to receive the
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Merger Consideration, pursuant to the Merger Agreement. Accordingly, the Reporting Persons no longer beneficially own any Shares of the Issuer.
(c) Other than as set forth above, the Reporting Persons have not effected any transactions in the Common Stock of the Company during the 60 days prior to the filing of this Amendment.
(d) Not applicable.
(e) As of August 30, 2019, the Reporting Persons ceased to be the beneficial owner of more than five percent of the Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 is hereby amended and supplemented with the following:
As a result of the consummation of the Merger, the Voting Agreement terminated in accordance with its terms effective as of the Effective Time.
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