ConvergeOne Form 4 ConvergeOne / Behdad Eghbali ownership change

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^*

Eghbali Behdad

(Last) (First) (Middle)

C/O CLEARLAKE CAPITAL GROUP, L.P.

233 WILSHIRE BLVD, SUITE 800

(Street)

SANTA MONICA CA 90401

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
05/22/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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	02/22/2018		A		4,169,878(1)	A	(2)	42,299,691(3)	I	By Clearlake Capital Partners III (Master), L.P.(3)

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 (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

1. Name and Address of Reporting Person^*

Eghbali Behdad

(Last) (First) (Middle)

C/O CLEARLAKE CAPITAL GROUP, L.P.

233 WILSHIRE BLVD, SUITE 800

(Street)

SANTA MONICA CA 90401

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Feliciano Jose Enrique

(Last) (First) (Middle)

C/O CLEARLAKE CAPITAL GROUP, L.P.

233 WILSHIRE BLVD, SUITE 800

(Street)

SANTA MONICA CA 90401

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Clearlake Capital Partners III (Master), L.P.

(Last) (First) (Middle)

C/O CLEARLAKE CAPITAL GROUP, L.P.

233 WILSHIRE BLVD, SUITE 800

(Street)

SANTA MONICA CA 90401

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Clearlake Capital Partners III, GP, L.P.

(Last) (First) (Middle)

C/O CLEARLAKE CAPITAL GROUP, L.P.

233 WILSHIRE BLVD, SUITE 800

(Street)

SANTA MONICA CA 90401

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Clearlake Capital Partners, LLC

(Last) (First) (Middle)

C/O CLEARLAKE CAPITAL GROUP, L.P.

233 WILSHIRE BLVD, SUITE 800

(Street)

SANTA MONICA CA 90401

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CCG Operations, LLC

(Last) (First) (Middle)

C/O CLEARLAKE CAPITAL GROUP, L.P.

233 WILSHIRE BLVD, SUITE 800

(Street)

SANTA MONICA CA 90401

(City) (State) (Zip)

Explanation of Responses:

1. The Reporting Person became entitled to receive these shares on May 22, 2018 for no additional consideration pursuant to an earnout provision in the Agreement and Plan of Merger between C1 Investment Corp., Clearlake Capital Management III, L.P., in its capacity as seller representative, and Forum Merger Corporation, dated November 30, 2017 (the "Merger Agreement"). Subject to achievement of the associated earnout milestones, the Reporting Person's right to receive these additional shares became irrevocable on February 22, 2018, the closing date of the transactions under the Merger Agreement.

2. The calculation for the value of these shares was established in the Merger Agreement.

3. Consists of 42,299,691 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.

Remarks:

	/s/ John T. McKenna, Attorney-in-Fact for Behdad Eghbali	05/24/2018
	/s/ John T. McKenna, Attorney-in-Fact for Jose E. Feliciano	05/24/2018
	Clearlake Capital Partners III (Master), L.P., by Clearlake Capital Partners III GP, L.P., its general partner, /s/ Behdad Eghbali, its Co-President	05/24/2018
	Clearlake Capital Partners III GP, L.P., /s/ Behdad Eghbali, its Co-President	05/24/2018
	Clearlake Capital Partners, LLC, by /s/ Behdad Eghbali, its Managing Partner	05/24/2018
	CCG Operations, LLC, by /s/ Behdad Eghbali, its Manager	05/24/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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