SEC FORM 4 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*
MCGRATH TIMOTHY J

(Last) (First) (Middle)
PC CONNECTION, INC.
730 MILFORD ROAD

(Street)
MERRIMACK NH 03054

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PC CONNECTION INC [ PCCC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP, PC Connection Enterprises
3. Date of Earliest Transaction (Month/Day/Year)
04/15/2010
4. If Amendment, Date of Original Filed (Month/Day/Year)
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. 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)
Code V Amount (A) or (D) Price
Common Stock 04/15/2010 A 50,000(1) A $0 243,387 D
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Incentive Stock Option (Right to Buy) $5.4 10/09/2009 J 55,554 (2) 10/09/2019 Common Stock 55,554 $5.4 254,446 D
Non-Qualified Stock Option (Right to Buy) $5.4 10/09/2009 J 64,446 (2) 10/09/2009 Common Stock 64,446 $5.4 190,000 D
Incentive Stock Option (Right to Buy) $6.77 04/15/2010 A 44,313 (3) 04/15/2020 Common Stock 44,313 $6.77 234,313 D
Non-Qualified Stock Option (Right to Buy) $6.77 04/15/2010 A 30,687 (4) 04/15/2020 Common Stock 30,687 $6.77 265,000 D
Explanation of Responses:
1. These shares were awarded pursuant to a Restricted Stock Grant under the PC Connection, Inc. 2007 Amended and Restated Stock Incentive Plan (The Plan). Such shares shall vest in four equal annual installments commencing 8/18/10. No more than 10% of such shares awarded may be sold in any one year. Notwithstanding, the preceding provisions, restrictions on sale of all vested shares shall be released, once the grantee reaches age 65.
2. These options were rescinded from the stock option award granted on 10/09/09 under the Plan in order to comply with certain provisions under the Plan.
3. Stock Option granted pursuant to the Plan and becomes exercisable with respect to 14,771 shares on 8/18/2011, 14,771 shares on 8/18/2012, and 14,771 shares on 8/18/2013, respectively.
4. Stock Option granted pursuant to the Plan and becomes exercisable with respect to 18,750 shares on 8/18/2010, and 3,979 shares on 8/18/2011, 8/18/2012, and 8/18/2013, respectively.
Janice Rush, Attorney-in-Fact for Timothy J. McGrath 04/19/2010
** 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.
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