4//SEC Filing
Forum Investors I, LLC 4
Accession 0000899243-18-005541
CIK 0001697152other
Filed
Feb 25, 7:00 PM ET
Accepted
Feb 26, 7:21 PM ET
Size
15.5 KB
Accession
0000899243-18-005541
Insider Transaction Report
Form 4
Forum Investors I, LLC
10% Owner
Transactions
- Conversion
Class A Common Stock
2018-02-22+3,234,375→ 3,856,875 total - Conversion
Class A Common Stock
2018-02-22+62,250→ 3,919,125 total - Other
Class A Common Stock
2018-02-22−3,919,125→ 0 total - Other
Class F Common Stock
2018-02-22−1,078,125→ 3,234,375 total→ Class A Common Stock (1,078,125 underlying) - Conversion
Class F Common Stock
2018-02-22−3,234,375→ 0 total→ Class A Common Stock (3,234,375 underlying)
Footnotes (6)
- [F1]The 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.
- [F2]Represents shares of Class A Common Stock received by the reporting person upon the automatic conversion of rights upon the consummation of the Business Combination.
- [F3]Represents 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.
- [F4]Stephen 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.
- [F5]Under 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.
- [F6]To 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.
Documents
Issuer
ConvergeOne Holdings, Inc.
CIK 0001697152
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001702369
Filing Metadata
- Form type
- 4
- Filed
- Feb 25, 7:00 PM ET
- Accepted
- Feb 26, 7:21 PM ET
- Size
- 15.5 KB