SEC Form 4
| FORM 4 | 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 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol LiveVox Holdings, Inc. [ LVOX ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 06/18/2021 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | ||||||
| Class A common stock | 06/18/2021 | C | 3,250,000 | A | (2) | 3,250,000 | D(1) | |||
| Class A common stock | 06/18/2021 | D | 2,487,500 | D | (2) | 762,500 | D(1) | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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 F common stock | (2) | 06/18/2021 | D | 2,925,000 | (2) | (2) | Class A common stock | 2,925,000 | (2) | 3,250,000 | D(1) | ||||
| Class F common stock | (2) | 06/18/2021 | C | 3,250,000 | (2) | (2) | Class A common stock | 3,250,000 | (2) | 0 | D(1) | ||||
| Lock-up Shares | (2) | 06/18/2021 | A | 2,487,500 | (2) | (2) | Class A common stock | 2,487,500 | (2) | 2,487,500 | D(1) | ||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. CFI Sponsor LLC is the record holder of the shares reported herein. CCGH Legacy Assets, LLC, Beyer Family Interests LLC and TSJD Family LLC are managing members of CFI Sponsor LLC. CCGH Legacy Assets, LLC delegated any of its voting and investment power over the issuer's securities to Mark Attanasio and Jean-Marc Chapus. Robert B. Beyer is a managing member of Beyer Family Interests LLC. Todd M. Purdy is a managing member of TSJD Family LLC. As such, each of Beyer Family Interests LLC, TSJD Fmaily LLC and Messrs. Attanasio, Chapus, Beyer and Purdy may be deemed to have or share beneficial ownership of the shares held directly by CFI Sponsor LLC. Each of the foregoing disclaims beneficial ownership of the shares held by CFI Sponsor LLC, except to the extent of respective pecuniary interest therein. |
| 2. On June 18, 2021, the issuer consummated its initial business combination (the "Business Combination"). In connection with and at the time of the closing of the Businsess Combination, (i) each share of Class F common stock of the issuer automatically converted into one share of Class A common stock, (ii) CFI Sponsor LLC forfeited 2,925,000 of such shares, and (iii) CFI Sponsor LLC placed 2,487,500 of such shares into escrow with 725,000, 781,250 and 981,250 of such shares to be released if the volume weighted average share price of the issuer's Class A common stock equals or exceeds $12.50, $15.00 and $17.50, respectively, per share for 20 of any 30 consecutive trading days, and any such shares not released from escrow by the 7th anniversary of the closing of the Business Combination will be forfeited and canceled. |
| Remarks: |
| Pursant to a Stockholders Agreement, CFI Sponsor LLC has the right to nominate two director to the issuer's board of directors, one until each of the 2023 and 2024 annual meetings of the stockholders. Todd M. Purdy and Robert D. Beyer are the two directors nominated pursuant to such right. As a result, CFI Sponsor LLC may be deemed a director by deputization with respect to the issuer for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. |
| /s/ George P. Hawley, as attorney-in-fact for CFI Sponsor LLC | 06/22/2021 | |
| /s/ George P. Hawley, as attorney-in-fact for Todd M. Purdy | 06/22/2021 | |
| /s/ George P. Hawley, as attorney-in-fact for Robert B. Beyer | 06/22/2021 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||