Sec Form 4 Filing - Forum Investors II LLC @ Forum Merger II Corp - 2018-10-31

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
Forum Investors II LLC
2. Issuer Name and Ticker or Trading Symbol
Forum Merger II Corp [ FMCIU]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O FORUM MERGER II CORP, 40 RICHARDS AVE, SUITE 300
3. Date of Earliest Transaction (MM/DD/YY)
10/31/2018
(Street)
NORWALK, CT06854
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
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
Class B Common Stock ( 1 ) 10/31/2018 J( 1 ) 750,000 ( 2 ) ( 2 ) Class A Common Stock 750,000 $ 0 5,000,000 ( 3 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Forum Investors II LLC
C/O FORUM MERGER II CORP
40 RICHARDS AVE, SUITE 300
NORWALK, CT06854
X
Forum Capital Management II LLC
1345 AVENUE OF THE AMERICAS, FL 11
NEW YORK, NY10105
X
Signatures
/s/ David Boris, as managing member of Forum Capital Management II LLC, the managing member of Forum Investors II LLC 10/31/2018
Signature of Reporting Person Date
/s/ Marshall Kiev, as managing member of Forum Capital Management II LLC, the managing member of Forum Investors II LLC 10/31/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On 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.
( 2 )As 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.
( 3 )Forum 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.

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