Sec Form 13D Filing - Forum Investors I LLC filing for ConvergeOne Holdings Inc. (CVON) - 2018-03-02

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

ConvergeOne Holdings, Inc

(Name of Issuer)

Class A Common Stock, $0.0001 par value

(Title of Class of Securities)

212481 113

(CUSIP Number)

135 East 57^th Street

8th Floor

New York, New York 10022

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

February 22, 2018

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box.  ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See section 240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or other subject to the liabilities of that section of Act but shall be subject to all other provisions of the Act (however, see the Notes).

Explanatory Note

This Schedule 13D/A is being filed as an amendment (“Amendment No. 1”) to the statement on Schedule 13D filed with the Securities and Exchange Commission (“SEC”) on behalf of Forum Investors I, LLC, a Delaware limited liability co mpany (the “Sponsor”) and Forum Capital Management, LLC, a Delaware limited liability company (the “Managing Member” and, together with the Sponsor, the “Reporting Persons”) with respect to the common stock of ConvergeOne Holdings, Inc. (the “Issuer”), on April 12, 2017 (the “Schedule 13D”), pursuant to Rule 13d-2 of the Securities Exchange Act of 1934, as amended, to amend and supplement certain information set forth below in the items indicated. Only those items that are amended or supplemented are reported herein. All capitalized terms used in this Amendment No. 1 and not otherwise defined herein have the meanings ascribed to such terms in the Schedule 13D.

The Reporting Persons are filing this Amendment No. 1 to report (i) the distribution of shares of Common Stock and warrants to purchase Common Stock by the Sponsor on a pro rata basis to its members or their permitted transferees, and (ii) that the Reporting Persons ceased to beneficially own more than five percent of the class of Common Stock.

Item 4 of the Schedule 13D is supplemented and amended to add the following:

On February 22, 2018, C1 Investment Corp. and Forum Merger Corporation (“Forum”) consummated the transactions (the “Transactions”) contemplated by the Agreement and Plan of Merger, dated as of November 30, 2017 (“Merger Agreement”), by and among Forum, FMC Merger Subsidiary Corp., a wholly-owned subsidiary of Forum (“Merger Sub I”), FMC Merger Subsidiary LLC, a wholly-owned subsidiary of Forum (“Merger Sub II”), C1 Investment Corp., a Delaware corporation (“C1”), and Clearlake Capital Management III, L.P., in the capacity as the Seller Representative (“Clearlake”), following the approval of the Transactions at the special meeting of the stockholders of Forum held on February 20, 2018. The Transactions involved the merger of Merger Sub I with and into C1, with C1 continuing as the surviving corporation (the “Surviving Subsidiary”) and as a wholly-owned subsidiary of Forum (the “First Merger”) and (b) the merger of the Surviving Subsidiary of the First Merger with and into Merger Sub II, ceasing the separate existence of the Surviving Subsidiary (the “Second Merger” and together with the First Merger, the “Business Combination”). Merger Sub II continued as the surviving entity in the Second Merger, and Merger Sub II, continued as the surviving entity. In connection with the closing of the Merger, the registrant changed its name from Forum Merger Corporation to ConvergeOne Holdings, Inc. (“ConvergeOne”).

In connection with the execution of the Merger Agreement, Forum, C1, the Sponsor, and Clearlake entered into the Sponsor Earnout Letter and Amendment to Escrow Agreement, dated November 30, 2017 (“Sponsor Earnout Letter”), which amended the Escrow Agreement, dated April 6, 2017, by and among the Sponsor, Forum and Continental Stock Transfer & Trust Company, to release 4,312,500 shares of Class F Common Stock of Forum (“Founders Shares”) purchased by the Sponsor prior to the Forum’s initial public offering from escrow to:

On February 22, 2018, in connection with the consummation of the Business Combination:

The foregoing summary of the Sponsor Earnout Letter is qualified in its entirety by reference to the text of the Sponsor Earnout Letter, which is included as Exhibit 99.1 to this Amendment No. 1, and is incorporated herein by reference.

Item 5 of the Schedule 13D is amended and restated in its entirety as follows:

(a)-(b) The Reporting Persons’ current beneficial ownership in the Issuer and the Common Stock arising from such ownership is set forth on the cover pages to this Amendment No. 1 and is incorporated by reference herein. The ownership percentages appearing on such cover pages have been calculated based on a total of 69.7 million shares of Common Stock outstanding as of February 22, 2018, as disclosed on the Current Report on Form 8-K filed by the Issuer with the SEC on February 26, 2018.

(c) Except as set forth herein and elsewhere in the Schedule 13D, there have been no other transactions in the class of securities reported on that were effected within the past sixty days.

(d) Not applicable.

(e) As a result of the Distribution, the Reporting Persons ceased to be the beneficial owners of more than five percent (5%) of the class of Common Stock on February 22, 2018.

The information set forth in Items 4 and 5 of this Amendment No. 1 is incorporated by reference in its entirety into this Item 6.

The following are filed herewith or incorporated by reference as Exhibits into this Schedule 13D:

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.