James L. Pokluda III - Jun 15, 2021 Form 4 Insider Report for Houston Wire & Cable CO (HWCC)

Role: President & CEO, Director
Signature: /S/JAMES L. POKLUDA III
Stock symbol: HWCC
Transactions as of: Jun 15, 2021
Transactions value $: $0
Form type: 4
Date filed: 6/17/2021, 09:04 PM

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	HWCC	COMMON STOCK	Disposed to Issuer		-674K	-100%		0	Jun 15, 2021	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	HWCC	PERFORMANCE STOCK UNITS	Disposed to Issuer		-52.9K	-100%		0	Jun 15, 2021	COMMON STOCK	52.9K		Direct	F2
transaction	HWCC	STOCK OPTION	Disposed to Issuer		-72.9K	-100%		0	Jun 15, 2021	COMMON STOCK	72.9K	$72,910.00	Direct	F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

James L. Pokluda III is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of March 24, 2021, by and among the Omni Cable, LLC, OCDFH Acquisition Sub Inc. ("Merger Sub") and Houston Wire & Cable Company (the "Issuer"), effective as of the effective time of the merger of Merger Sub with and into the Issuer (the "Merger"), these shares of the Issuer's common stock were canceled and converted into the right to receive $5.30 in cash per share (the "Merger Consideration"). The number of shares reported includes 318,212 shares of restricted stock subject to vesting conditions previously reported, which vested in full upon consummation of the Merger.
F2	Represents performance stock units previously granted to the reporting person pursuant to the Issuer's stock plan on March 12, 2019 (and not previously reported). Pursuant to the Merger Agreement, these performance stock units awards were converted into the right to receive an amount in cash equal to the product of (x) the Merger Consideration and (y) the number of shares of the Issuer's common stock subject to the performance stock unit award assuming performance at 100% of target levels.
F3	These stock options vested in one-third increments on each of the first three anniversaries of the grant date.
F4	Pursuant to the Merger Agreement, these outstanding vested stock options were cancelled without any payment to the reporting person, since the exercise price was greater than the Merger Consideration.