SEC Form 4 · accession 0001213900-17-004012
ConvergeOne Holdings, Inc. · CVON
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Forum Investors I, LLC
10% Owner
Period of report
Apr 18, 2017
Accepted (ET)
Apr 19, 2017 · 5:30 pm EDT
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,F2,F3,F4 | Apr 18, 2017 | P | 67,500 | $10.00 | A | 622,500 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1These shares are underlying units (each unit consisting of one share of Class A common stock, one right entitling the holder thereof to receive one-tenth (1/10) of one share of Class A Common Stock upon the consummation of an initial business combination and one-half of one warrant, each whole warrant exercisable to purchase one share of Class A common stock) held by Forum Investors I, LLC (the "Sponsor"), acquired pursuant to an amended and restated unit subscription agreement by and between the Sponsor and the issuer.
- F2Such units were purchased upon the exercise of the underwriters' over-allotment option in connection with the issuer's initial public offering. Does not include 4,312,500 shares of Class F common stock previously reported on a Form 3, which shares will automatically convert into shares of Class A common stock at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights.
- F3Each of the issuer's officers and directors is a member of the Sponsor. Stephen A, Vogel, Marshall Kiev, and David Boris, the issuer's Executive Officers and Directors, are the sole members of Forum Capital Management, LLC, the managing member of the Sponsor. Forum Capital Management, LLC has the sole voting and dispositive power of the securities held by the Sponsor. Each member of Forum Capital Management, LLC has one vote, and the approval of two of the three members is required to approve an action of the Sponsor.
- F4Under 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 Sponsor exercises voting or dispositive control over any of the securities held by the Sponsor, 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.