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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
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*
Eghbali Behdad

(Last) (First) (Middle)
C/O CLEARLAKE CAPITAL GROUP, L.P.
233 WILSHIRE BLVD, SUITE 800

(Street)
SANTA MONICA CA 90401

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ConvergeOne Holdings, Inc. [ CVON ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/22/2018
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 02/22/2018 A(1) 38,129,813 A (1) 38,129,813 I By Clearlake Capital Partners III (Master), L.P.(2)
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
1. Name and Address of Reporting Person*
Eghbali Behdad

(Last) (First) (Middle)
C/O CLEARLAKE CAPITAL GROUP, L.P.
233 WILSHIRE BLVD, SUITE 800

(Street)
SANTA MONICA CA 90401

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Feliciano Jose Enrique

(Last) (First) (Middle)
C/O CLEARLAKE CAPITAL GROUP, L.P.
233 WILSHIRE BLVD, SUITE 800

(Street)
SANTA MONICA CA 90401

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Clearlake Capital Partners III (Master), L.P.

(Last) (First) (Middle)
C/O CLEARLAKE CAPITAL GROUP, L.P.
233 WILSHIRE BLVD, SUITE 800

(Street)
SANTA MONICA CA 90401

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Clearlake Capital Partners III, GP, L.P.

(Last) (First) (Middle)
C/O CLEARLAKE CAPITAL GROUP, L.P.
233 WILSHIRE BLVD, SUITE 800

(Street)
SANTA MONICA CA 90401

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Clearlake Capital Partners, LLC

(Last) (First) (Middle)
C/O CLEARLAKE CAPITAL GROUP, L.P.
233 WILSHIRE BLVD, SUITE 800

(Street)
SANTA MONICA CA 90401

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
CCG Operations, LLC

(Last) (First) (Middle)
C/O CLEARLAKE CAPITAL GROUP, L.P.
233 WILSHIRE BLVD, SUITE 800

(Street)
SANTA MONICA CA 90401

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Shares of Common Stock of the corporation then known as C1 Investment Corp. ("Old C1") were converted into shares of the Issuer pursuant to that certain Agreement and Plan of Merger, dated as of November 30, 2017, by and among the Issuer, FMC Merger Subsidiary Corp., FMC Merger Subsidiary LLC, Old C1 and Clearlake Capital Management III, L.P. in the capacity as the Seller Representative (the "Merger Agreement"). Pursuant to the terms of the Merger Agreement, Clearlake Capital Partners III (Master), L.P.'s shares of Old C1 Common Stock were converted into 38,129,813 shares of the Issuer's Common Stock.
2. Consists of 38,129,813 shares of Common Stock held directly by Clearlake Capital Partners III (Master), L.P. Clearlake Capital Partners III GP, L.P. is the General Partner of Clearlake Capital Partners III (Master), L.P. Clearlake Capital Partners, LLC is the General Partner of Clearlake Capital Partners III GP, L.P. CCG Operations, LLC is the managing member of Clearlake Capital Partners, LLC. Each of Behdad Eghbali and Jose E. Feliciano are managers of CCG Operations, LLC and therefore share voting and investment power over the shares held by Clearlake Capital Partners III (Master), L.P.
Remarks:
/s/ Behdad Eghbali 02/26/2018
/s/ Alan Hambelton, Attorney-in-Fact for Jose E. Feliciano 02/26/2018
Clearlake Capital Partners III (Master), L.P., by Clearlake Capital Partners III GP, L.P., its general partner, /s/ Behdad Eghbali, its Co-President 02/26/2018
Clearlake Capital Partners III GP, L.P., /s/ Behdad Eghbali, its Co-President 02/26/2018
Clearlake Capital Partners, LLC, by /s/ Behdad Eghbali, its Managing Partner 02/26/2018
CCG Operations, LLC, by /s/ Behdad Eghbali, its Manager 02/26/2018
** 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).
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.