0000899243-18-005541.txt : 20180226 0000899243-18-005541.hdr.sgml : 20180226 20180226192106 ACCESSION NUMBER: 0000899243-18-005541 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180222 FILED AS OF DATE: 20180226 DATE AS OF CHANGE: 20180226 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Forum Investors I, LLC CENTRAL INDEX KEY: 0001702369 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38053 FILM NUMBER: 18642392 BUSINESS ADDRESS: STREET 1: 135 EAST 57TH STREET 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2127397860 MAIL ADDRESS: STREET 1: 135 EAST 57TH STREET 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ConvergeOne Holdings, Inc. CENTRAL INDEX KEY: 0001697152 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 814619427 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 135 EAST 57TH STREET, 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2127397860 MAIL ADDRESS: STREET 1: 135 EAST 57TH STREET, 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: Forum Merger Corp DATE OF NAME CHANGE: 20170203 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2018-02-22 1 0001697152 ConvergeOne Holdings, Inc. CVON 0001702369 Forum Investors I, LLC 135 EAST 57TH STREET 8TH FLOOR NEW YORK NY 10022 0 0 0 1 Former 10% Owner Class A Common Stock 2018-02-22 4 C 0 3234375 0.00 A 3856875 D Class A Common Stock 2018-02-22 4 C 0 62250 0.00 A 3919125 D Class A Common Stock 2018-02-22 4 J 0 3919125 0.00 D 0 D Class F Common Stock 2018-02-22 4 J 0 1078125 D Class A Common Stock 1078125 3234375 D Class F Common Stock 2018-02-22 4 C 0 3234375 D Class A Common Stock 3234375 0 D 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. 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. 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. 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. 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. 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. After the Business Combination closed on February 22, 2018, the reporting person ceased being a 10% Owner. /s/ David Boris, Authorized Person 2018-02-26