FORM 4
[ X ] 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
                                                                                  
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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 *

Ayers Andrea J.
2. Issuer Name and Ticker or Trading Symbol

CONVERGYS CORP [ CVG ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
President & CEO
(Last)          (First)          (Middle)

CONVERGYS CORPORATION, 201 EAST FOURTH STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

10/5/2018
(Street)

CINCINNATI, OH 45202
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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 Shares   10/5/2018     D    8036.703   D   (1) 0   I   By 401(k) Plan  
Common Shares   10/5/2018     D    636.256   D   (2) 395611   D    
Common Shares   10/5/2018     D    175454   D   (3) 220157   D    
Common Shares   10/5/2018     D    220157   D   (4) 0   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

Explanation of Responses:
(1)  At the Effective Time (as defined in the Agreement and Plan of Merger, dated June 28, 2018 (as amended, the "Merger Agreement"), by and among the Company, SYNNEX Corporation, Delta Merger Sub I, Inc. and Concentrix CVG Corporation), these shares were cancelled pursuant to the Merger Agreement in exchange for the right to receive $106,486.31 in cash and 1,015.04 shares of SYNNEX Corporation common stock having a market value of $89.14 per share, based on the closing price of SYNNEX common stock on October 5, 2018.
(2)  At the Effective Time, these phantom shares held under the Company's Executive Deferred Compensation Plan were converted into $15,531.01 in cash based on the closing price of Convergys common stock on October 4, 2018.
(3)  At the Effective Time, these time-based restricted stock units were converted into the right to receive $4,344,241.04 in cash, which amount will vest and be paid in accordance with the Merger Agreement and the applicable award agreements.
(4)  At the Effective Time, these shares were cancelled pursuant to the Merger Agreement in exchange for the right to receive $2,917,080.25 in cash and 27,805.83 shares of SYNNEX Corporation common stock having a market value of $89.14 per share, based on the closing price of SYNNEX common stock on October 5, 2018.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Ayers Andrea J.
CONVERGYS CORPORATION
201 EAST FOURTH STREET
CINCINNATI, OH 45202
X
President & CEO

Signatures
/s/ Andrew A. Farwig, attorney-in-fact for Andrea J. Ayers 10/10/2018
** 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.
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