Sec Form 13D Filing - Harbert Discovery Fund LP filing for Qumu Corp (QUMU) - 2019-11-13

Kevin A. McGovern, Esq.

c/o Harbert Discovery Fund, LP

2100 Third Avenue North

Suite 600

Birmingham, AL 35203

Telephone Number 205-987-5500

(Name, Address and Telephone Number of Person Authorized to Receive

Notices and Communications)

This Item is hereby amended to add the following:

On November 7, 2019, the Fund acquired 100,000 Shares from an underwritten public offering of the Issuer’s Shares (“Offering”). In conjunction with the purchase agreement between the Issuer and its underwriter for the Offering, Craig-Hallum Capital Group, LLC, (“Purchase Agreement”), the Fund and Kenan Lucas as a Director of the Issuer each entered into a lock-up agreement (“Lock-up Agreement”). Pursuant to the Lock-up Agreement, the Fund and Kenan Lucas agreed not to sell or transfer any Shares held or later acquired by it for a period of 90 days after November 7, 2019, without first obtaining the written consent of Craig-Hallum Capital Group, LLC, subject to certain exceptions, extensions and terms.

The foregoing description is qualified in its entirety by reference to the Purchase Agreement and Lock-up Agreement, which are incorporated by reference to Exhibit 1.1 of the Form 8-K filed by the Issuer with th e Securities and Exchange Commission on November 8, 2019.

As of the date hereof, (i) HFA, HMC and Raymond Harbert may be deemed to be the beneficial owners of 1,392,522 Shares, constituting 10.6% of the Shares, and the Fund GP, the Fund, Jack Bryant, and Kenan Lucas may be deemed to be the beneficial owners of 1,367,522 Shares, constituting 10.5% of the Shares based upon *13,084,634 Shares outstanding as of the date hereof.

HFA has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 1,392,522 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 1,392,522 Shares.

HMC has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 1,392,522 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 1,392,522 Shares.

The Fund GP has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 1,367,522 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 1,367,522 Shares.

The Fund has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 1,367,522 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 1,367,522 Shares.

Jack Bryant has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 1,367,522 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 1,367,522 Shares.

Kenan Lucas has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 1,367,522 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 1,367,522 Shares.

On May 10, 2018, Kenan Lucas received 25,000 restricted stock units pursuant to the Issuer's 2007 Second Amended and Restated Stock Incentive Plan (the “Plan”). Each restricted stock unit represents the contingent right to receive one Share. These restricted stock units vested on May 8, 2019, which was the first business day prior to the 2019 Annual Meeting of Shareholders. The 25,000 Shares are now held in an affiliated brokerage account for the benefit of the investors in the Fund.

On May 9, 2019, Kenan Lucas received 18,099 restricted stock units pursuant to the Plan. Each restricted stock unit represents the contingent right to receive one Share. These restricted stock units vest on the first business day prior to the 2020 Annual Meeting of Shareholders, provided the Reporting Person continues to provide services to the Issuer as a director on that date, subject to certain exceptions.

Other than the Standstill Agreement, the restricted stock units, and the Lock-up Agreement, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.