INSIGHT ENTERPRISES INC
9.10%
2,861,739
932696
45765U103
May 25, 2025
May 27, 2025, 07:41 PM
Reporting Persons (7)
This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| VA Partners I, LLC | Other | 9.10% | 2,861,739 | 0 | 2,861,739 |
| ValueAct Capital Master Fund, L.P. | Partnership | 9.10% | 2,861,739 | 0 | 2,861,739 |
| ValueAct Capital Management, L.P. | Partnership | 9.10% | 2,861,739 | 0 | 2,861,739 |
| ValueAct Capital Management, LLC | Other | 9.10% | 2,861,739 | 0 | 2,861,739 |
| ValueAct Holdings, L.P. | Partnership | 9.10% | 2,861,739 | 0 | 2,861,739 |
| ValueAct Holdings II, L.P. | Partnership | 9.10% | 2,861,739 | 0 | 2,861,739 |
| ValueAct Holdings GP, LLC | Other | 9.10% | 2,861,739 | 0 | 2,861,739 |
Disclosure Items (5)
Common Stock
INSIGHT ENTERPRISES INC
2701 E INSIGHT WAY, CHANDLER, AZ, 85286
The responses to Items 3, 4 and 6 of this Schedule 13D are incorporated herein by reference. Set forth below is the beneficial ownership of shares of Common Stock of the Issuer for each person named in Item 2. Shares reported as beneficially owned by ValueAct Master Fund are also reported as beneficially owned by (i) ValueAct Management L.P. as the manager of each such investment partnership, (ii) ValueAct Management LLC, as General Partner of ValueAct Management L.P., (iii) ValueAct Holdings, as the majority owner of the membership interests of VA Partners I, (iv) ValueAct Holdings II, as the sole owner of the limited partnership interests of ValueAct Management L.P. and the membership interests of ValueAct Management LLC, and (v) ValueAct Holdings GP, as General Partner of ValueAct Holdings and ValueAct Holdings II. Shares reported as beneficially owned by ValueAct Master Fund are also reported as beneficially owned by VA Partners I, as General Partner of ValueAct Master Fund. VA Partners I, ValueAct Management L.P., ValueAct Management LLC, ValueAct Holdings, ValueAct Holdings II, and ValueAct Holdings GP also, directly or indirectly, may own interests in one or more than one of the partnerships from time to time. Unless otherwise indicated below, by reason of such relationship ValueAct Master Fund is reported as having shared power to vote or to direct the vote, and shared power to dispose or direct the disposition of, such shares of Common Stock, with VA Partners I (only with respect to ValueAct Master Fund), ValueAct Management L.P., ValueAct Management LLC, ValueAct Holdings, ValueAct Holdings II, and ValueAct Holdings GP. As of the date hereof, the Reporting Persons may be deemed to be the beneficial owner of 2,861,739 shares of Common Stock, representing approximately 9.1% of the Issuer's outstanding Common Stock. All percentages set forth in this Schedule 13D are based upon the Issuer's reported 31,928,216 outstanding shares of Common Stock as of April 25, 2025 as reported in the Issuer's Form 10-Q for the fiscal period ended March 31, 2025 less the Common Stock acquired by the Issuer pursuant to the Repurchase Transaction.
The response to Item 5(a) is incorporated herein by reference.
Except for the Repurchase Transaction described in Item 4, there were no transactions with respect to shares of Common Stock effected since the date of the previous filing to this Schedule 13D by the Reporting Persons, inclusive of any transactions effected through 4:00pm., New York City time, on May 27, 2025. The disclosure regarding the Repurchase Transaction in Item 4 is incorporated herein by reference.
Not applicable.
Not applicable.
On May 26, 2025, the Issuer entered into a Stock Repurchase Agreement (the "Repurchase Agreement") with ValueAct Master Fund to repurchase 600,000 shares of the Issuer's Common Stock, for approximately $126.86 per share for the aggregate purchase price of $76,117,704 in a privately negotiated transaction (the "Repurchase Transaction"), reported on the Issuer's Form 8-K dated May 27, 2025 and incorporated herein by reference.
Exhibit 1: Issuer's Current Report on Form 8-K dated May 27, 2025.