SEC Form 4 · accession 0001213900-18-010640
Forum Merger II Corp · FMCIU
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Aug 7, 2018
Accepted (ET)
Aug 9, 2018 · 9:10 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001741231
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 | Aug 7, 2018 | P | 555,000 | $10.00 | A | 550,000 | 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 and one warrant, each warrant exercisable to purchase one share of Class A common stock) held by Forum Investors II LLC (the "Sponsor"), acquired pursuant to a unit subscription agreement by and between the Sponsor and the issuer. Does not include 5,750,000 shares of Class B 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.
- F2Marshall Kiev and David Boris are the managing members of Forum Capital Management II LLC, the managing member of the Sponsor and jointly have the voting and dispositive power of the securities held by the Sponsor. Accordingly, Messrs. Kiev and Boris may be deemed to have or share beneficial ownership of such shares.
- F3Messrs. Kiev and Boris disclaim beneficial ownership over any securities owned by the Sponsor in which they do not have any pecuniary interest.