SEC Form 4 · accession 0000899243-18-005541
ConvergeOne Holdings, Inc. · CVON
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Period of report
Feb 22, 2018
Accepted (ET)
Feb 26, 2018 · 7:21 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001697152
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1,F4,F5 | Feb 22, 2018 | C | 3,234,375 | $0.00 | A | 3,856,875 | D | |
| Class A Common StockF2,F4,F5 | Feb 22, 2018 | C | 62,250 | $0.00 | A | 3,919,125 | D | |
| Class A Common StockF3,F4,F5 | Feb 22, 2018 | J | 3,919,125 | $0.00 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class F Common StockF6,F4,F5 | — | Feb 22, 2018 | J | 1,078,125 | D | — | — | Class A Common Stock | 1,078,125 | 3,234,375 | D |
| Class F Common StockF1,F4,F5 | — | Feb 22, 2018 | C | 3,234,375 | D | — | — | Class A Common Stock | 3,234,375 | 0 | D |
Explanation of responses
- F1The 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.
- F2Represents shares of Class A Common Stock received by the reporting person upon the automatic conversion of rights upon the consummation of the Business Combination.
- F3Represents 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.
- F4Stephen 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.
- F5Under 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.
- F6To 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.