Edgar Filing: ANIXTER INTERNATIONAL INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

ZELL SAMUEL

2. Issuer Name and Ticker or Trading Symbol
ANIXTER INTERNATIONAL INC [AXE]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

TWO NORTH RIVERSIDE PLAZA, SUITE 600

3. Date of Earliest Transaction (Month/Day/Year)
08/27/2015

(Street)

CHICAGO, IL 60606

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $1.00 par value	08/27/2015		S		1,850,000	D	$ 60.5976 ⁽¹⁾	1,797,147	I ⁽²⁾ ⁽⁷⁾ ⁽¹⁰⁾	See Footnotes ⁽²⁾ ⁽⁷⁾ ⁽¹⁰⁾
Common Stock, $1.00 par value	08/27/2015		P		1,850,000	A	$ 60.5976 ⁽¹⁾	1,850,000	I ⁽³⁾	See Footnotes ⁽³⁾
Common Stock, $1.00 par value								211,186 ⁽⁴⁾	D
Common Stock, $1.00 par value								55,587	I ⁽⁵⁾ ⁽⁷⁾ ⁽¹⁰⁾	See Footnotes ⁽⁵⁾ ⁽⁷⁾ ⁽¹⁰⁾
Common Stock, $1.00 par value								55,588	I ⁽⁶⁾ ⁽⁷⁾ ⁽¹⁰⁾	See Footnotes ⁽⁶⁾ ⁽⁷⁾ ⁽¹⁰⁾
Common Stock, $1.00 par value								28,700	I ⁽⁸⁾ ⁽¹⁰⁾	See Footnotes ⁽⁸⁾ ⁽¹⁰⁾
Common Stock, $1.00 par value								1,000	I ⁽⁹⁾ ⁽¹⁰⁾	See Footnotes ⁽⁹⁾ ⁽¹⁰⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
ZELL SAMUEL TWO NORTH RIVERSIDE PLAZA SUITE 600 CHICAGO, IL 60606	X	X

Signatures

/s/ Samuel Zell		08/31/2015
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Samstock/SIT, L.L.C. ("SIT") sold 1,850,000 shares of Common Stock, at a price equal to the average of the highest and lowest quoted selling prices on the New York Stock Exchange of one share of Common Stock as of the date of the transaction, to Samstock/SZRT, L.L.C. ("SZRT"). Additional details on the transaction are available in the Schedule 13D filed by Samuel Zell on August 31, 2015.
(2)	These shares of Common Stock are beneficially owned by SIT, a Delaware limited liability company.
(3)	These shares of Common Stock are beneficially owned by SZRT, a Delaware limited liability company whose sole member is the Samuel Zell Revocable Trust ("Zell Trust"). Samuel Zell is the sole trustee and beneficiary of the Zell Trust.
(4)	This amount includes 70,811 Common Stock units.
(5)	These shares of Common Stock are beneficially owned by Samstock/Alpha, L.L.C., a Delaware limited liability company ("Alpha").
(6)	These shares of Common Stock are beneficially owned by Samstock/ZFT, L.L.C., a Delaware limited liability company ("ZFT").
(7)	Each of SIT, Alpha and ZFT is indirectly owned and controlled by various trusts established for the benefit of Samuel Zell and his family (the "Trusts"). The trustee of each of the Trusts is Chai Trust Company, LLC ("Chai Trust"). Samuel Zell is not an officer or director of Chai Trust and does not have voting or dispositive power over any shares beneficially owned by Chai Trust.
(8)	These shares of Common Stock are beneficially owned by SZ Intervivos QTIP Trust, the trustee of which is Chai Trust. Samuel Zell is not an officer or director of Chai Trust and does not have voting or dispositive power over any shares beneficially owned by Chai Trust.
(9)	These shares of Common Stock are beneficially owned by the Helen Zell Revocable Trust ("HZRT"). Samuel Zell's spouse, Helen Zell, is the trustee of HZRT.
(10)	Samuel Zell disclaims beneficial ownership of these shares of Common Stock except to the extent of his pecuniary interest therein.

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