SEC Form 5 · accession 0001654954-19-001429
Fusion Connect, Inc. · FSNN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Holcombe T Green Jr.
Director · 10% Owner
Period of report
Dec 31, 2018
Accepted (ET)
Feb 13, 2019 · 11:59 am EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001071411
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jun 19, 2018 | G | 120,000 | $0.00 | D | 23,064,347 | I | See Footnote |
| Common StockF2 | holding | — | — | — | 20,059,634 | I | See Footnote | |
| Common StockF1,F3 | holding | — | — | — | 1,287,548 | I | By The Holcombe T. Green, Jr. 2013 Five-Year Annuity Trust | |
| Common StockF1,F3 | holding | — | — | — | 321,886 | I | By The HTG III 2015 Five-Year Annuity Trust | |
| Common StockF1,F3 | holding | — | — | — | 321,886 | I | By The FHG 2015 Five-Year Annuity Trust | |
| Common StockF1,F3 | holding | — | — | — | 643,774 | I | By The FHG 2017 Two-Year Annuity Trust | |
| Common StockF1,F3 | holding | — | — | — | 643,774 | I | By The FHG 2017 Four-Year Annuity Trust | |
| Common StockF1,F3 | holding | — | — | — | 643,774 | I | By The HTG III 2017 Two-Year Annuity Trust | |
| Common StockF1,F3 | holding | — | — | — | 643,774 | I | By The HTG III 2017 Four-Year Annuity Trust | |
| Common StockF1,F3 | holding | — | — | — | 1,072,957 | I | By The FHG 2018 Two-Year Annuity Trust | |
| Common StockF1,F3 | holding | — | — | — | 536,478 | I | By The FHG 2018 Four-Year Annuity Trust | |
| Common StockF1,F3 | holding | — | — | — | 536,478 | I | By The FHG 2018 Five-Year Annuity Trust |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The shares of Common Stock were issued as merger consideration to BCHI Holdings LLC ("BCHI") with respect to the merger of Birch Communications Holdings Inc. with and into Fusion BCHI Acquisition LLC, a wholly-owned subsidiary of the Issuer. The Reporting Person is the managing member of BCHI and may be deemed to beneficially own the shares of Common Stock held by BCHI to the extent set forth in this report because he has voting and dispositive power over such shares. The reporting person disclaims beneficial ownership except to the extent of the reporting person's pecuniary interest.
- F2Shares for which the Reporting Person shares dipositive power as the managing member of BCHI but for which the Reporting Person has no pecuniary interest. The Reporting Person disclaims beneficial ownership of such shares.
- F3The Reporting Person is trustee of (i) The Holcombe T. Green, Jr. 2013 Five-Year Annuity Trust, (ii) The HTG III 2015 Five-Year Annuity Trust, (iii) The FHG 2015 Five-Year Annuity Trust, (iv) The FHG 2017 Two-Year Annuity Trust, (v) The FHG 2017 Four-Year Annuity Trust, (vi) The HTG III 2017 Two-Year Annuity Trust, (vii) The HTG III 2017 Four-Year Annuity Trust, (viii) The FHG 2018 Two-Year Annuity Trust, (ix) The FHG 2018 Four-Year Annuity Trust and (x) The FHG 2018 Five-Year Annuity Trust.