| 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 ConvergeOne Holdings, Inc. [ CVON ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 01/04/2019 | ||||||||||||||||||||||||||
| 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 | ||||||
| Common Stock | 01/04/2019 | J | 1,027,318(1) | D | (1) | 1,027,318 | D | |||
| Common Stock | 01/04/2019 | J | 378,323(1) | D | (1) | 378,323 | I | By The John Arthur McKenna, Jr. Irrevocable Trust, dated August 27, 2014 | ||
| Common Stock | 01/04/2019 | D | 1,583,158(2) | D | $12.5 | 0 | I | By The John Arthur McKenna, Jr. Irrevocable Trust, dated August 27, 2014 | ||
| Common Stock | 01/04/2019 | D | 583,017(2) | D | $12.5 | 0 | D | |||
| 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 | ||||||||
| Stock Option (Right to Buy) | $9.24 | 01/04/2019 | D | 505,000 | (3) | 08/09/2028 | Common Stock | 505,000 | $0.00 | 0 | D | ||||
| Stock Option (Right to Buy) | $12.24 | 01/04/2019 | D | 252,500 | (3) | 08/09/2028 | Common Stock | 252,500 | $0.00 | 0 | D | ||||
| Stock Option (Right to Buy) | $15.24 | 01/04/2019 | D | 252,500 | (3) | 08/09/2028 | Common Stock | 252,500 | $0.00 | 0 | D | ||||
| Explanation of Responses: |
| 1. Shares were disposed of pursuant to the rollover agreement dated November 6, 2018 between the reporting person and PVKG Investment Holdings, Inc. ("Purchaser") in exchange for shares of common stock of Purchaser, valuing the contributed shares at $12.50 per share. |
| 2. Consists of shares of common stock disposed of pursuant to the agreement and plan of merger, dated November 6, 2018, among Purchaser, PVKG Merger Sub, Inc., a wholly owned subsidiary of Purchaser, and ConvergeOne Holdings, Inc. (the "Merger Agreement"), in exchange for $12.50 per share. |
| 3. In connection with the Merger Agreement, each option to acquire shares of Common Stock of Issuer outstanding and unexercised was canceled, extinguished and terminated for no consideration or payment. |
| Remarks: |
| /s/ John T. McKenna, Attorney in Fact | 01/04/2019 | |
| ** 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. | ||
