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)
730 MILFORD ROAD

(Street)
MERRIMACK NH 03054

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PC CONNECTION INC [ CNXN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
President & CEO
3. Date of Earliest Transaction (Month/Day/Year)
09/01/2018
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 09/01/2018 M 8,000 A $0 228,664 D
Common Stock 09/01/2018 F 3,148 D $39.7 225,516 D
Common Stock 09/01/2018 M 7,000 A $0 232,516 D
Common Stock 09/01/2018 F 2,755 D $39.7 229,761 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
Restricted Stock Units (1) 09/01/2018 M 8,000 (2) (2) Common Stock 8,000 $0 72,000 D
Restricted Stock Units (1) 09/01/2018 M 7,000 (3) (3) Common Stock 7,000 $0 53,000 D
Explanation of Responses:
1. The restricted stock units convert into common stock on a one-for-one basis.
2. The restricted stock units were granted with the following vesting schedule; 8,000 shares vesting on September 1, 2018, September 1, 2019, September 1, 2020, September 1, 2021; 7,000 shares vesting on September 1, 2022 and September 1, 2023; 12,000 shares vesting on September 1, 2024; 7,000 shares vesting on September 1, 2025; 10,000 shares vesting on September 1, 2026; and 5,000 shares vesting on September 1, 2027.
3. The restricted stock units were granted with the following vesting schedule; 7,000 shares vesting on September 1, 2018, September 1, 2019, September 1, 2020, and September 1, 2021; 8,000 shares vesting on September 1, 2022, September 1, 2023, September 1, 2024, and September 1, 2025
/s/Stephen P. Sarno, attorney-in-fact for Timothy J. McGrath 09/05/2018
** 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).
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                                                                      EXHIBIT 24

                           LIMITED POWER OF ATTORNEY
                      FOR SECTION 16 REPORTING OBLIGATIONS

 Know  all by these presents, that the undersigned hereby makes, constitutes and
appoints  Stephen  P. Sarno and Colin McGuinness, signing singly and each acting
individually,  as  the  undersigned's true and lawful attorney-in-fact with full
power and authority as hereinafter described to:

1.    execute  for  and  on  behalf  of  the  undersigned,  in the undersigned's
      capacity  as  an  officer  and/or  director  of  PC  Connection, Inc. (the
      "Company"),  Forms  3,  4,  and  5  (including  any amendments thereto) in
      accordance  with  Section 16(a) of the Securities Exchange Act of 1934 and
      the rules thereunder (the "Exchange Act");

2.    do and perform any and all acts for and on behalf of the undersigned which
      may  be  necessary  or desirable to prepare, complete and execute any such
      Form 3, 4, or 5, prepare, complete and execute any amendment or amendments
      thereto,  and  timely  deliver  and  file such form with the United States
      Securities  and  Exchange  Commission  and  any  stock exchange or similar
      authority;

3.    seek   or   obtain,   as  the  undersigned's  representative  and  on  the
      undersigned's  behalf, information regarding transactions in the Company's
      securities  from any third party, including brokers,
 employee benefit plan
      administrators  and  trustees,  and  the undersigned hereby authorizes any
      such  person  to release any such information to such attorney-in-fact and
      approves and ratifies any such release of information; and

4.    take  any  other  action  of  any  type  whatsoever in connection with the
      foregoing  which,  in  the  opinion  of  such  attorney-in-fact, may be of
      benefit  to,  in  the  best  interest  of,  or  legally  required  by, the
      undersigned,  it  being  understood  that  the  documents executed by such
      attorney-in-fact  on  behalf  of the undersigned pursuant to this Power of
      Attorney shall be in such form and shall contain such terms and conditions
      as   such   attorney-in-fact   may   approve  in  such  attorney-in-fact's
      discretion.  

The  undersigned  hereby  grants  to  each  such attorney-in-fact full power and
authority  to  do  and perform any and every act and thing whatsoever requisite,
necessary,  or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could  do  if personally present, with full power of substitution or revocation,
hereby  ratifying  and  confirming  all  that  such  attorney-in-fact,  or  such
attorney-in-fact's  substitute  or substitutes, shall lawfully do or cause to be
done  by  virtue  of  this  power  of  attorney and the rights and powers herein
granted.  The  undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming nor
relieving,  nor  is the Company assuming nor relieving, any of the undersigned's
responsibilities  to comply with Section 16 of the Exchange Act. The undersigned
acknowledges that neither the Company nor the foregoing attorneys-in-fact assume
(i)  any  liability  for  the  undersigned's  responsibility  to comply with the
requirement  of  the Exchange Act, (ii) any liability of the undersigned for any
failure  to  comply with such requirements, or (iii) any obligation or liability
of  the  undersigned for profit disgorgement under Section 16(b) of the Exchange
Act.

This  Power  of  Attorney  shall  remain  in  full  force  and  effect until the
undersigned  is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's  holdings of and transactions in securities issued by the Company,
unless  earlier  revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

IN  WITNESS  WHEREOF,  the  undersigned  has caused this Power of Attorney to be
executed as of this 1st day of August, 2018.

/s/ Timothy McGrath
------------------------------
Timothy McGrath