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 |
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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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ConvergeOne Holdings, Inc. [ CVON ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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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)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | ||||||
Class A Common Stock | 02/22/2018 | C(1) | 3,234,375 | A | $0.00(1) | 3,856,875 | D(4)(5) | |||
Class A Common Stock | 02/22/2018 | C(2) | 62,250 | A | $0.00(2) | 3,919,125 | D(4)(5) | |||
Class A Common Stock | 02/22/2018 | J(3) | 3,919,125 | D | $0.00(3) | 0 | D(4)(5) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Class F Common Stock | (6) | 02/22/2018 | J(6) | 1,078,125 | (6) | (6) | Class A Common Stock | 1,078,125 | (6) | 3,234,375 | D(4)(5) | ||||
Class F Common Stock | (1) | 02/22/2018 | C(1) | 3,234,375 | (1) | (1) | Class A Common Stock | 3,234,375 | (1) | 0 | D(4)(5) |
Explanation of Responses: |
1. The Class F Common Stock owned by the reporting person automatically converted into an aggregate of 3,234,375 shares of Class A Common Stock upon the closing of that business combination (the "Business Combination") pursuant to that certain Agreement and Plan of Merger, dated as of November 30, 2017 (the "Merger Agreement"), by and among the registrant, FMC Merger Subsidiary Corp., FMC Merger Subsidiary LLC, Old C1 and Clearlake Capital Management III, L.P. in the capacity as the Seller Representative. |
2. Represents shares of Class A Common Stock received by the reporting person upon the automatic conversion of rights upon the consummation of the Business Combination. |
3. Represents the pro rata distribution of the shares of common stock and warrants of the registrant held by Forum Investors I, LLC to all of the members of the reporting person or their permitted transferees. |
4. Stephen A, Vogel, Marshall Kiev, and David Boris, the registrant's former executive officers and directors, are the sole members of Forum Capital Management, LLC, the managing member of the reporting person. Forum Capital Management, LLC has the sole voting and dispositive power of the securities held by the reporting person. Each member of Forum Capital Management, LLC has one vote, and the approval of two of the three members is required to approve action of the reporting person. |
5. Under the so-called "rule of three", if voting and dispositive decisions regarding an entity's securities are made by three or more individuals, and a voting or dispositive decision requires the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity's securities. Therefore, no individual member of the managing member of the reporting person exercises voting or dispositive control over any of the securities held by the reporting person, even those in which he directly holds a pecuniary interest. Accordingly, none of them are deemed to have or share beneficial ownership of such shares. |
6. To facilitate the Business Combination the reporting person agreed to cancel these shares of Class F Common Stock in connection with the consummation of the Business Combination. |
Remarks: |
After the Business Combination closed on February 22, 2018, the reporting person ceased being a 10% Owner. |
/s/ David Boris, Authorized Person | 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. |