0000902664-20-001014.txt : 20200213 0000902664-20-001014.hdr.sgml : 20200213 20200213133750 ACCESSION NUMBER: 0000902664-20-001014 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20200213 DATE AS OF CHANGE: 20200213 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Forum Merger II Corp CENTRAL INDEX KEY: 0001741231 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 825457906 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-90596 FILM NUMBER: 20608834 BUSINESS ADDRESS: STREET 1: 1615 SOUTH CONGRESS AVENUE, SUITE 103 CITY: DELRAY BEACH STATE: FL ZIP: 33445 BUSINESS PHONE: 212-739-7860 MAIL ADDRESS: STREET 1: 1615 SOUTH CONGRESS AVENUE, SUITE 103 CITY: DELRAY BEACH STATE: FL ZIP: 33445 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HIGHBRIDGE CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0000919185 IRS NUMBER: 134131516 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 277 PARK AVE STREET 2: 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10172 BUSINESS PHONE: 2122874900 MAIL ADDRESS: STREET 1: 277 PARK AVE STREET 2: 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10172 FORMER COMPANY: FORMER CONFORMED NAME: HIGHBRIDGE CAPITAL MANAGEMENT INC /NY DATE OF NAME CHANGE: 19980610 FORMER COMPANY: FORMER CONFORMED NAME: DUBIN & SWIECA ASSET MANAGEMENT INC DATE OF NAME CHANGE: 19950817 SC 13G/A 1 p20-0449sc13ga.htm FORUM MERGER II CORPORATION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
 
SCHEDULE 13G/A
_____________________
 
Under the Securities Exchange Act of 1934
 
(Amendment No. 2)*
 

Forum Merger II Corporation

(Name of Issuer)
 

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)
 

34986F103

(CUSIP Number)
 

December 31, 2019

(Date of event which requires filing of this statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
 
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
 
(Page 1 of 7 Pages)

 

______________________________

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

CUSIP No. 34986F10313G/APage 2 of 7 Pages

 

1

NAMES OF REPORTING PERSONS

Highbridge Capital Management, LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

State of Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

0

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0%

12

TYPE OF REPORTING PERSON

IA, OO

         

 

 

CUSIP No. 34986F10313G/APage 3 of 7 Pages

 

 

1

NAMES OF REPORTING PERSONS

Highbridge MSF International Ltd. (formerly known as 1992 MSF International Ltd.)

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands, British West Indies

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

0

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0%

12

TYPE OF REPORTING PERSON

OO

         

 

CUSIP No. 34986F10313G/APage 4 of 7 Pages

 

Item 1(a). NAME OF ISSUER:
   
  The name of the issuer is Forum Merger II Corporation (the “Company”).

 

Item 1(b). ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
   
  The Company’s principal executive offices are located at 1615 South Congress Avenue, Suite 103, Delray Beach, FL 33445.

 

Item 2(a). NAME OF PERSON FILING:
Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
Item 2(c). CITIZENSHIP:

 

  This statement is filed by:

 

  (i)

Highbridge Capital Management, LLC

277 Park Avenue, 23rd Floor

New York, New York 10172

Citizenship: State of Delaware

   
  (ii)

Highbridge MSF International Ltd. (formerly known as 1992 MSF International Ltd.)

c/o Highbridge Capital Management, LLC

277 Park Avenue, 23rd Floor

New York, New York 10172

Citizenship: Cayman Islands

   
  The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.”

 

Item 2(d). TITLE OF CLASS OF SECURITIES:
   
  Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”).
   

 

Item 2(e). CUSIP NUMBER:
   
  34986F103

 

Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 

 

CUSIP No. 34986F10313G/APage 5 of 7 Pages

 

  (a) ¨ Broker or dealer registered under Section 15 of the Act,
  (b) ¨ Bank as defined in Section 3(a)(6) of the Act,
  (c) ¨ Insurance Company as defined in Section 3(a)(19) of the Act,
  (d) ¨ Investment Company registered under Section 8 of the Investment Company Act of 1940,
  (e) ¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
  (f) ¨ Employee Benefit Plan or Endowment Fund in accordance with Rule 13d-1(b)(1)(ii)(F),
  (g) ¨ Parent Holding Company or control person in accordance with Rule 13d-1(b)(1)(ii)(G),
  (h) ¨ Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act,
  (i) ¨ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
  (j) ¨ A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
  (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

  If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution:________________________

 

Item 4. OWNERSHIP.

 

  (a) Amount beneficially owned: As of December 31, 2019, 0.
     
  (b) Percent of class: As of December 31, 2019, 0%.
     
  (c) Number of shares as to which such person has:

 

    (i) Sole power to vote or to direct the vote
       
      0
       
    (ii) Shared power to vote or to direct the vote
       
      See Item 4(a)

 

 

CUSIP No. 34986F10313G/APage 6 of 7 Pages

 

    (iii) Sole power to dispose or to direct the disposition of
       
      0
       
    (iv) Shared power to dispose or to direct the disposition of
       
      See Item 4(a)

 

Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
   
  If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: x

 

Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
   
  Not applicable.

 

Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
   
  Not applicable.

 

Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
   
  Not applicable.

 

Item 9. NOTICE OF DISSOLUTION OF GROUP.
   
  Not applicable.

 

Item 10. CERTIFICATION.

 

  Each Reporting Person hereby makes the following certification:
   
  By signing below the Reporting Person certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

CUSIP No. 34986F10313G/APage 7 of 7 Pages

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATED: February 13, 2020

 

HIGHBRIDGE CAPITAL MANAGEMENT, LLC
     
     
By: /s/ John Oliva  
Name: John Oliva  
Title: Managing Director  
     
HIGHBRIDGE MSF INTERNATIONAL LTD.
     
     
By:

Highbridge Capital Management, LLC

its Trading Manager

     
     
By: /s/ John Oliva  
Name: John Oliva  
Title: Managing Director