| FORM 3 | UNITED
STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name
and Address of Reporting Person*
(Street)
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2. Date
of Event Requiring Statement (Month/Day/Year) 11/01/2011 |
3. Issuer Name
and Ticker or Trading Symbol INX Inc [ INXI ] | |||||||||||||
| 4.
Relationship of Reporting Person(s) to Issuer (Check all applicable)
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5. If Amendment, Date of
Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group
Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| N/A (see Remarks below) | 0 | D | |
| Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
1. Name and Address of
Reporting Person*
(Street)
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1. Name and Address of
Reporting Person*
(Street)
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1. Name and Address of
Reporting Person*
(Street)
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1. Name and Address of
Reporting Person*
(Street)
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1. Name and Address of
Reporting Person*
(Street)
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1. Name and Address of
Reporting Person*
(Street)
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1. Name and Address of
Reporting Person*
(Street)
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1. Name and Address of
Reporting Person*
(Street)
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1. Name and Address of
Reporting Person*
(Street)
|
| Explanation of Responses: |
| Remarks: |
| The Reporting Persons beneficially own no securities of the Issuer. As an inducement for Presidio, Inc. to enter into the Merger Agreement and in consideration thereof, (i) James H. Long ("Long"), (ii) Mark T. Hilz ("Hilz") and (iii) William M. Sams ("Sams", and together with Long and Hilz, the "Stockholders"), each entered into a Voting and Proxy Agreement, dated November 1, 2011, with Presidio, Inc. (collectively, the "Voting Agreements"). Pursuant to these Voting Agreements, the Stockholders agreed to vote the shares of the Issuer's Common Stock owned or controlled by them, collectively 2,761,031 shares of Common Stock (equal to 28.4% of the issued and outstanding shares of Common Stock, based on 9,714,792 shares of common stock outstanding, as of August 1, 2011, as set forth in the Issuer's Quarterly Report on Form 10-Q for the Company's fiscal quarterly period ended June 30, 2011), in favor of that certain Agreement and Plan of Merger, dated November 1, 2011 (the "Merger Agreement"), by and among the Issuer, Presidio, Inc. and Indigo Merger Sub, Inc., and the transactions contemplated by the Merger Agreement. The Stockholders also agreed that, without the prior written consent of Presidio, Inc., they will not, directly or indirectly, sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell any of their shares of Company Common Stock, subject to certain exceptions. None of the Reporting Persons has any pecuniary interest in any of the shares of Common Stock subject to the Voting and Proxy Agreement, and each expressly disclaims beneficial ownership of such shares for all purposes. See Exhibit 99.1 Joint Filer Information. |
| Presidio, Inc. By: /s/ Eric L. Schondorf, Vice President | 11/14/2011 | |
| Presidio IS Corp. By: /s/ Eric L. Schondorf, Vice President | 11/14/2011 | |
| Presidio Holdings Inc. By: /s/ Eric L. Schondorf, Vice President | 11/14/2011 | |
| AS Presidio Holdings LLC By: ASP Manager Corp., its manager By: /s/ Eric L. Schondorf, Vice President | 11/14/2011 | |
| American Securities Partners V, L.P. By: American Securities Associates V, LLC, its general partner By: /s/ Michael G. Fisch, Managing Member | 11/14/2011 | |
| American Securities Partners V(B), L.P. By: American Securities Associates V, LLC, its general partner By: /s/ Michael G. Fisch, Managing Member | 11/14/2011 | |
| American Securities Partners V(C), L.P. By: American Securities Associates V, LLC, its general partner By: /s/ Michael G. Fisch, Managing Member | 11/14/2011 | |
| American Securities Associates V, LLC By: /s/ Michael G. Fisch, Managing Member | 11/14/2011 | |
| American Securities LLC By: /s/ Eric L. Schondorf, General Counsel | 11/14/2011 | |
| ** 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 5 (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. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||