Alexander L. Baum Form 4 INSIGHT ENTERPRISES / Alexander L. Baum ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Baum Alexander L.

(Last)

(First)

(Middle)

ONE LETTERMAN DRIVE

BUILDING D, FOURTH FLOOR

(Street)

SAN FRANCISCO

94129

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
INSIGHT ENTERPRISES INC [ NSIT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
05/18/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

	Form filed by One Reporting Person
X	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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								3,859,226	I	See footnotes.⁽¹⁾⁽²⁾

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽³⁾	05/18/2022		A		1,540		⁽⁴⁾	⁽⁴⁾	Common Stock	1,540	$0	1,540	D⁽¹⁾⁽⁶⁾
Restricted Stock Units	⁽³⁾							⁽⁵⁾	⁽⁵⁾	Common Stock	328		328	D⁽¹⁾⁽⁶⁾

1. Name and Address of Reporting Person^*

Baum Alexander L.

(Last)

(First)

(Middle)

ONE LETTERMAN DRIVE

BUILDING D, FOURTH FLOOR

(Street)

SAN FRANCISCO

94129

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ValueAct Holdings, L.P.

(Last)

(First)

(Middle)

ONE LETTERMAN DRIVE

BUILDING D, 4TH FLOOR

(Street)

SAN FRANCISCO

94129

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ValueAct Capital Master Fund, L.P.

(Last)

(First)

(Middle)

ONE LETTERMAN DRIVE

BUILDING D, 4TH FLOOR

(Street)

SAN FRANCISCO

94129

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

VA Partners I, LLC

(Last)

(First)

(Middle)

ONE LETTERMAN DRIVE

BUILDING D, 4TH FLOOR

(Street)

SAN FRANCISCO

94129

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ValueAct Capital Management, L.P.

(Last)

(First)

(Middle)

ONE LETTERMAN DRIVE

BUILDING D, 4TH FLOOR

(Street)

SAN FRANCISCO

94129

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ValueAct Capital Management, LLC

(Last)

(First)

(Middle)

ONE LETTERMAN DRIVE

BUILDING D, 4TH FLOOR

(Street)

SAN FRANCISCO

94129

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ValueAct Holdings II, L.P.

(Last)

(First)

(Middle)

ONE LETTERMAN DRIVE

BUILDING D, FOURTH FLOOR

(Street)

SAN FRANCISCO

94129

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ValueAct Holdings GP, LLC

(Last)

(First)

(Middle)

ONE LETTERMAN DRIVE

BUILDING D, 4TH FLOOR

(Street)

SAN FRANCISCO

94129

(City)

(State)

(Zip)

Explanation of Responses:

1. Each reporting person listed herein disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

2. The securities reported herein are directly beneficially owned by ValueAct Capital Master Fund, L.P. and may be deemed to be indirectly beneficially owned by (i) VA Partners I, LLC as General Partner of ValueAct Capital Master Fund, L.P. , (ii) ValueAct Capital Management, L.P. as the manager of ValueAct Capital Master Fund, L.P. , (iii) ValueAct Capital Management, LLC as General Partner of ValueAct Capital Management, L.P., (iv) ValueAct Holdings, L.P. as the majority owner of the membership interests of VA Partners I, LLC, (v) ValueAct Holdings II, L.P. as the sole owner of the membership interests of ValueAct Capital Management, LLC and as the majority owner of the limited partnership interests of ValueAct Capital Management, L.P., and (vi) ValueAct Holdings GP, LLC as General Partner of ValueAct Holdings, L.P. and ValueAct Holdings II, L.P.

3. Each restricted stock unit represents a contingent right to receive one share of Common Stock of Insight Enterprises, Inc.

4. The restricted stock units were granted on May 18, 2022, with vesting to occur in three equal annual installments beginning May 18, 2023.

5. The restricted stock units were granted on February 15, 2022 with vesting to occur in three equal annual installments beginning February 15, 2023.

6. The ValueAct entities referred to in this footnote 6 are collectively referred to herein as "ValueAct Capital." Under an agreement with ValueAct Capital, Alexander L. Baum is deemed to hold the shares for the benefit of the limited partners of ValueAct Capital Master Fund, L.P. and indirectly for (i) VA Partners I, LLC as General Partner of ValueAct Capital Master Fund, L.P., (ii) ValueAct Capital Management, L.P. as the manager of ValueAct Capital Master Fund, L.P., (iii) ValueAct Capital Management, LLC as General Partner of ValueAct Capital Management, L.P., (iv) ValueAct Holdings, L.P. as the majority owner of the membership interests of VA Partners I, LLC, (v) ValueAct Holdings II, L.P. as the sole owner of the membership interests of ValueAct Capital Management, LLC and as the majority owner of the limited partnership interests of ValueAct Capital Management, L.P., and (vi) ValueAct Holdings GP, LLC as General Partner of ValueAct Holdings, L.P. and ValueAct Holdings II, L.P.

Remarks:

- The reporting persons herein may be deemed to be members of a "group" for purposes of the Securities Exchange Act of 1934, as amended. Each reporting person disclaims beneficial ownership of any securities deemed to be owned by the group that are not directly owned by such reporting person. This report shall not be deemed an admission that such reporting person is a member of a group or the beneficial owner of any securities not directly owned by such reporting person. - Alexander L. Baum, a Partner at ValueAct Capital, serves on the board of directors of the Issuer. As a result, the other reporting persons herein may be deemed directors by deputization.

	By:/s/ Alexander L. Baum	05/20/2022
	VALUEACT HOLDINGS, L.P., By: VALUEACT HOLDINGS GP, LLC, its General Partner, By: /s/ Jason B. Breeding, Authorized Signatory	05/20/2022
	VALUEACT CAPITAL MASTER FUND, L.P., By: VA PARTNERS I, LLC, its General Partner, By: /s/ Jason B. Breeding, Authorized Signatory	05/20/2022
	VA PARTNERS I, LLC, By: /s/ Jason B. Breeding, Authorized Signatory	05/20/2022
	VALUEACT CAPITAL MANAGEMENT, L.P., By: VALUEACT CAPITAL MANAGEMENT, LLC, its General Partner, By: /s/ Jason B. Breeding, Authorized Signatory	05/20/2022
	VALUEACT CAPITAL MANAGEMENT, LLC, By: /s/ Jason B. Breeding, Authorized Signatory	05/20/2022
	VALUEACT HOLDINGS II, L.P., By: VALUEACT HOLDINGS GP, LLC, its General Partner, By: /s/ Jason B. Breeding, Authorized Signatory	05/20/2022
	VALUEACT HOLDINGS GP, LLC, By: /s/ Jason B. Breeding, Authorized Signatory	05/20/2022
	** 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).
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Alexander L. Baum Form 4INSIGHT ENTERPRISES / Alexander L. Baum ownership change