SEC Form 4 · accession 0001213900-18-014749
Forum Merger II Corp · FMCIU
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Oct 31, 2018
Accepted (ET)
Oct 31, 2018 · 7:45 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001741231
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common StockF3,F1,F2 | — | Oct 31, 2018 | J | 750,000 | D | — | — | Class A Common Stock | 750,000 | 5,000,000 | D |
Explanation of responses
- F1On October 31, 2018, Forum Investors II LLC (the "Sponsor") forfeited at no cost 750,000 shares of Class B common stock of Forum Merger II Corporation (the "Issuer"), par value $0.0001 per share ("Class B Common Stock"), in connection with the election by the underwriters of the Issuer's initial public offering to decline to exercise an option granted to them to cover over-allotments.
- F2As described in the Issuer's registration statement on Form S-1 (File No. 333-226084) under the heading "Description of Securities--Founder Shares", the shares of Class B Common Stock will automatically convert into shares of Class A common stock at the time of the Issuer's initial business combination, or at any time prior thereto at the option of the holder, on a one-for-one basis, subject to certain adjustments described therein and have no expiration date.
- F3Forum Capital Management II LLC is the managing member of the Sponsor and has voting and investment discretion with respect to the securities held by the Sponsor. Marshall Kiev and David Boris are the managing members of Forum Capital Management II LLC. As such, Forum Capital Management II LLC, the Sponsor, David Boris and Marshall Kiev may be deemed to have beneficial ownership of the common stock held directly by the Sponsor. Each such entity or person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.