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*
Kouzelos Michael P

(Last) (First) (Middle)
C/O CBIZ, INC.
6050 OAK TREE BOULEVARD SOUTH

(Street)
CLEVELAND OH 44131

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CBIZ, Inc. [ CBZ ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
President, Employee Services
3. Date of Earliest Transaction (Month/Day/Year)
02/22/2019
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(1)(2)(3)(4)(5)(6)(7)(8) 02/22/2019 M(1) 16,800 A $6.52 300,984 D
Common Stock(1)(2)(3)(4)(5)(6)(7)(8) 02/22/2019 S 16,800 D $21.3048(9) 284,184 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
Employee Stock Option(1)(10) $6.52 02/22/2019 M(1) 16,800 05/09/2014 05/09/2019 Common Stock 16,800 $0 0 D
Employee Stock Option(11) $8.36 05/14/2015 05/14/2020 Common Stock 70,000 70,000 D
Employee Stock Option(12) $9.35 05/15/2016 05/15/2021 Common Stock 72,000 72,000 D
Employee Stock Option(13) $10.35 05/10/2017 05/10/2022 Common Stock 72,000 72,000 D
Employee Stock Option(14) $15.55 05/10/2018 05/10/2023 Common Stock 72,000 72,000 D
Employee Stock Option(15) $19.45 05/09/2019 05/09/2024 Common Stock 72,000 72,000 D
Explanation of Responses:
1. Exercise and sale of Employee Stock Options granted 05-09-2013 at $6.52 exercise price, expiring 05-09-2019.
2. Cashless Hold: exercise of options and sale of shares sufficient to cover only exericise price, taxes and fees.
3. Consists of restricted shares issued under the CBIZ, Inc. 2014 Stock Incentive Plan. Restrictions lapse with respect to 25% of the granted restricted shares on each of the first, second, third and fourth anniversaries of the grant date, provided grantee is still providing services to CBIZ on such vesting dates, and grantee has complied with the applicable CBIZ client non-interference policy.
4. Exercise and sale of Employee Stock Options granted 04-04-2011 at $7.41 exercise price, expiring 04-04-2017.
5. Exercise and sale of Employee Stock Options granted 05-22-2012 at $5.87 exercise price, expiring 05-22-2018.
6. Exercise and sale of Employee Stock Options granted 5-13-2011 at $6.75 exercise price, expiring 5-13-16.
7. Restricted Common Stock previously reported as a separate non-derivative from common stock, affecting the total number of shares of common stock. This stock will no longer be reported separate from common stock.
8. Surrender of stock to satisfy withholding obligation on vesting of restricted stock
9. Weighted average sale price of price range between $21.25 and $21.38. Will provide upon request number of shares sold at each separate price.
10. Annual equity compensation award granted on 5-9-2013, vesting 25% in each of the four anniversaries following the grant date.
11. Annual equity compensation award granted on 5-14-2014, vesting 25% in each of the four anniversaries following the grant date.
12. Consists of Option granted 05/15/2015, vesting in 25% increments each year beginning 05/15/2016, and expiring on 05/15/2021.
13. Consists of Options granted 05/10/2016, vesting in 25% increments each year beginning 05/10/2017, and expiring on 05/10/2022.
14. Consists of Options granted of5/10/2017 vesting in 25% increments each year beginning 05/10/2018 and expiring on 05/10/2023.
15. Consists of Options granted on 05/09/2018 vesting in 25% increments each year beginning 05/09/2019 and expiring on 05/09/2024.
/s/ Michael W Gleespen, attorney-in-fact for Michael P Kouzelos 02/26/2019
** 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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