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 * LUDWIG JOHN J   2. Issuer Name and Ticker or Trading Symbol BRIGHTPOINT INC [CELL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) __X__ Other (specify below) EVP & CFO Brightpoint Americas (Last) (First) (Middle) C/O BRIGHTPOINT, INC., 7635 INTERACTIVE WAY, SUITE 200 3. Date of Earliest Transaction (Month/Day/Year) 05/31/2012 (Street) INDIANAPOLIS, IN 46278 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) Code V Amount (A) or (D) Price Common Stock 05/31/2012   M   4,000 A $ 0 15,799 D   Common Stock 05/31/2012   F   1,250 D $ 4.87 14,549 D   Common Stock 05/31/2012   M   4,000 A $ 0 18,549 D   Common Stock 05/31/2012   F   1,250 D $ 4.87 17,299 D   Common Stock 05/31/2012   M   4,000 A $ 0 21,299 D   Common Stock 05/31/2012   F   1,250 D $ 4.87 20,049 D   Common Stock 05/31/2012   M   4,000 A $ 0 24,049 D   Common Stock 05/31/2012   F   1,250 D $ 4.87 22,799 D   Common Stock 05/31/2012   M   1,806 A $ 0 24,605 D   Common Stock 05/31/2012   F   565 D $ 4.87 24,040 D   Common Stock 05/31/2012   M   1,806 A $ 0 25,846 D   Common Stock 05/31/2012   F   565 D $ 4.87 25,281 D   Common Stock 05/31/2012   M   1,667 A $ 0 26,948 D   Common Stock 05/31/2012   F   521 D $ 4.87 26,427 D   Common Stock 05/31/2012   M   1,666 A $ 0 28,093 D   Common Stock 05/31/2012   F   521 D $ 4.87 27,572 D   Common Stock 05/31/2012   M   25,000 A $ 0 52,572 D   Common Stock 05/31/2012   F   7,813 D $ 4.87 44,759 D   Common Stock 05/31/2012   M   2,934 A $ 0 47,693 D   Common Stock 05/31/2012   F   917 D $ 4.87 46,776 D

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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	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	$ 0 (1)	05/31/2012		M			4,000	(2)	(2)	Common Stock	4,000	$ 0	12,000	D
Restricted Stock Units	$ 0 (1)	05/31/2012		M			4,000	(3)	(3)	Common Stock	4,000	$ 0	8,000	D
Restricted Stock Units	$ 0 (1)	05/31/2012		M			4,000	(4)	(4)	Common Stock	4,000	$ 0	4,000	D
Restricted Stock Units	$ 0 (1)	05/31/2012		M			4,000	(5)	(5)	Common Stock	4,000	$ 0	0	D
Restricted Stock Units	$ 0 (1)	05/31/2012		M			1,806	(6)	(6)	Common Stock	1,806	$ 0	1,806	D
Restricted Stock Units	$ 0 (1)	05/31/2012		M			1,806	(7)	(7)	Common Stock	1,806	$ 0	0	D
Restricted Stock Units	$ 0 (1)	05/31/2012		M			1,667	(8)	(8)	Common Stock	1,667	$ 0	1,666	D
Restricted Stock Units	$ 0 (1)	05/31/2012		M			1,666	(9)	(9)	Common Stock	1,666	$ 0	0	D
Restricted Stock Units	$ 0 (1)	05/31/2012		M			25,000	(10)	(10)	Common Stock	25,000	$ 0	0	D
Restricted Stock Units	$ 0 (1)	05/31/2012		M			2,934	(11)	(11)	Common Stock	2,934	$ 0	0	D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
LUDWIG JOHN J C/O BRIGHTPOINT, INC. 7635 INTERACTIVE WAY, SUITE 200 INDIANAPOLIS, IN 46278				EVP & CFO Brightpoint Americas

Signatures

/s/ Sean M Mayberry, Attorney-in-Fact		06/04/2012
**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)	Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Registrant's common stock.
(2)	16,000 RSUs were awarded January 4, 2010 and were scheduled to vest in four equal installments on each of the 4th, 5th, 6th and 7th anniversary of the date of grant. Due to Executive's departure from Brightpoint, Inc. the vesting of the 4,000 RSUs originally scheduled to vest on the 4th anniversary of the date of grant was accelerated and vested on May 31, 2012.
(3)	16,000 RSUs were awarded January 4, 2010 and were scheduled to vest in four equal installments on each of the 4th, 5th, 6th and 7th anniversary of the date of grant. Due to Executive's departure from Brightpoint, Inc. the vesting of the 4,000 RSUs scheduled to vest on the 5th anniversary of the date of grant was accelerated and vested on May 31, 2012.
(4)	16,000 RSUs were awarded January 4, 2010 and were scheduled to vest in four equal installments on each of the 4th, 5th, 6th and 7th anniversary of the date of grant. Due to Executive's departure from Brightpoint, Inc. the vesting of the 4,000 RSUs scheduled to vest on the 6th anniversary of the date of grant was accelerated and vested on May 31, 2012.
(5)	16,000 RSUs were awarded January 4, 2010 and were scheduled to vest in four equal installments on each of the 4th, 5th, 6th and 7th anniversary of the date of grant. Due to Executive's departure from Brightpoint, Inc. the vesting of the 4,000 RSUs scheduled to vest on the 7th anniversary of the date of grant was accelerated and vested on May 31, 2012.
(6)	5,418 RSUs were awarded on February 11, 2011 and were scheduled to vest in the thirds beginning on the first anniversary date following the award. 1,806 of the RSUs vested on February 11, 2012 and, due to Executive's departure from Brightpoint, Inc., the vesting of the 1,806 RSUs scheduled to vest on February 11, 2013 was accelerated and vested on May 31, 2012. The vesting of the 1,806 RSUs scheduled to vest on February 11, 2014 were also accelerated and vested on May 31, 2012.
(7)	5,418 RSUs were awarded on February 11, 2011 and were scheduled to vest in the thirds beginning on the first anniversary following the date of the award. 1,806 of the RSUs vested on February 11, 2012 and, due to Executives' departure from Brightpoint, Inc., the vesting of the 1,806 RSUs scheduled to vest on February 11, 2013 was accelerated and vested on May 31, 2012. The vesting of the 1,806 RSUs scheduled to vest on February 11, 2014 was accelerated and vested on May 31, 2012.
(8)	5,000 RSUs were awarded on February 11, 2011 and were scheduled to vest in thirds beginning the first anniversary following the date of the award. 1,667 of the RSUs vested on February 11, 2012 and, due to Executive's departure from Brightpoint, Inc., the vesting of the 1,667 RSUs scheduled to vest on February 11, 2013 was accelerated and vested on May 31, 2012. The 1,666 RSUs scheduled to vest on February 11, 2014 were also accelerated and vested on May 31, 2012.
(9)	5,000 RSUs were awarded on February 11, 2011 and were scheduled to vest in thirds beginning the first anniversary following the date of the award. 1,667 of the RSUs vested on February 11, 2012 and, due to Executive's departure from Brightpoint, Inc., the vesting of the 1,667 RSUs scheduled to vest on February 11, 2013 was accelerated and vested on May 31, 2012. The vesting of the final 1,666 RSUs scheduled to vest on February 11, 2014 was accelerated and vested on May 31, 2012.
(10)	These 25,000 RSUs were awarded May 10, 2010. Due to Executive's departure from Brightpoint, Inc. the vesting of these 25,000 RSUs was accelerated and vested on May 31, 2012.
(11)	8,803 RSUs were awarded on February 19, 2010. 2,935 of the RSUs vested on February 19, 2011 and 2,934 vested on February 19, 2012. Due to Executive's departure from Brightpoint, Inc. vesting of the remaining 2,934 was accelerated and vested on May 31, 2012.

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