SEC Form 4 · accession 0001209191-19-002135
ConvergeOne Holdings, Inc. · CVON
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John A McKenna Jr.
Officer — President, CEO and Chairman · Director
Period of report
Jan 4, 2019
Accepted (ET)
Jan 4, 2019 · 5:28 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 |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jan 4, 2019 | J | 1,027,318 | — | D | 1,027,318 | D | |
| Common StockF1 | Jan 4, 2019 | J | 378,323 | — | D | 378,323 | I | By The John Arthur McKenna, Jr. Irrevocable Trust, dated August 27, 2014 |
| Common StockF2 | Jan 4, 2019 | D | 1,583,158 | $12.50 | D | 0 | I | By The John Arthur McKenna, Jr. Irrevocable Trust, dated August 27, 2014 |
| Common StockF2 | Jan 4, 2019 | D | 583,017 | $12.50 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F3 | $9.24 | Jan 4, 2019 | D | 505,000 | D | — | Aug 9, 2028 | Common Stock | 505,000 | 0 | D |
| Stock Option (Right to Buy)F3 | $12.24 | Jan 4, 2019 | D | 252,500 | D | — | Aug 9, 2028 | Common Stock | 252,500 | 0 | D |
| Stock Option (Right to Buy)F3 | $15.24 | Jan 4, 2019 | D | 252,500 | D | — | Aug 9, 2028 | Common Stock | 252,500 | 0 | D |
Explanation of responses
- F1Shares were disposed of pursuant to the rollover agreement dated November 6, 2018 between the reporting person and PVKG Investment Holdings, Inc. ("Purchaser") in exchange for shares of common stock of Purchaser, valuing the contributed shares at $12.50 per share.
- F2Consists of shares of common stock disposed of pursuant to the agreement and plan of merger, dated November 6, 2018, among Purchaser, PVKG Merger Sub, Inc., a wholly owned subsidiary of Purchaser, and ConvergeOne Holdings, Inc. (the "Merger Agreement"), in exchange for $12.50 per share.
- F3In connection with the Merger Agreement, each option to acquire shares of Common Stock of Issuer outstanding and unexercised was canceled, extinguished and terminated for no consideration or payment.