Sec Form 4 Filing - Eghbali Behdad @ ConvergeOne Holdings, Inc. - 2019-01-04

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Eghbali Behdad
2. Issuer Name and Ticker or Trading Symbol
ConvergeOne Holdings, Inc. [ CVON]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O CLEARLAKE CAPITAL GROUP, L.P., 233 WILSHIRE BLVD, SUITE 800
3. Date of Earliest Transaction (MM/DD/YY)
01/04/2019
(Street)
SANTA MONICA, CA90401
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 01/04/2019 D 44,390,642 ( 1 ) D $ 12.5 0 I By Clearlake Capital Partners III (Master), L.P. ( 2 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Eghbali Behdad
C/O CLEARLAKE CAPITAL GROUP, L.P.
233 WILSHIRE BLVD, SUITE 800
SANTA MONICA, CA90401
X X
Feliciano Jose Enrique
C/O CLEARLAKE CAPITAL GROUP, L.P.
233 WILSHIRE BLVD, SUITE 800
SANTA MONICA, CA90401
X X
Clearlake Capital Partners III (Master), L.P.
C/O CLEARLAKE CAPITAL GROUP, L.P.
233 WILSHIRE BLVD, SUITE 800
SANTA MONICA, CA90401
X
Clearlake Capital Partners III, GP, L.P.
C/O CLEARLAKE CAPITAL GROUP, L.P.
233 WILSHIRE BLVD, SUITE 800
SANTA MONICA, CA90401
X
Clearlake Capital Partners, LLC
C/O CLEARLAKE CAPITAL GROUP, L.P.
233 WILSHIRE BLVD, SUITE 800
SANTA MONICA, CA90401
X
CCG Operations, LLC
C/O CLEARLAKE CAPITAL GROUP, L.P.
233 WILSHIRE BLVD, SUITE 800
SANTA MONICA, CA90401
X
Signatures
/s/ Behdad Eghbali 01/04/2019
Signature of Reporting Person Date
/s/ Jose E. Feliciano 01/04/2019
Signature of Reporting Person Date
Clearlake Capital Partners III (Master), L.P., by Clearlake Capital Partners III GP, L.P., its general partner, /s/ Behdad Eghbali, its Co-President 01/04/2019
Signature of Reporting Person Date
Clearlake Capital Partners III GP, L.P., /s/ Behdad Eghbali, its Co-President 01/04/2019
Signature of Reporting Person Date
Clearlake Capital Partners, LLC, by /s/ Behdad Eghbali, its Managing Partner 01/04/2019
Signature of Reporting Person Date
CCG Operations, LLC, by /s/ Behdad Eghbali, its Manager 01/04/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Consists of shares of common stock disposed of pursuant to the agreement and plan of merger, dated November 6, 2018, among PVKG Investment Holdings, Inc. ("Purchaser"), PVKG Merger Sub, Inc., a wholly owned subsidiary of Purchaser, and ConvergeOne Holdings, Inc. in exchange for $12.50 per share.
( 2 )Consists of 44,390,642 shares of Common Stock held directly by Clearlake Capital Partners III (Master), L.P. Clearlake Capital Partners III GP, L.P. is the General Partner of Clearlake Capital Partners III (Master), L.P. Clearlake Capital Partners, LLC is the General Partner of Clearlake Capital Partners III GP, L.P. CCG Operations, LLC is the managing member of Clearlake Capital Partners, LLC. Each of Behdad Eghbali and Jose E. Feliciano are managers of CCG Operations, LLC and therefore share voting and investment power over the shares held by Clearlake Capital Partners III (Master), L.P.

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