ConvergeOne Form 4 ConvergeOne / Paul Karl Maier 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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X

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^*

Maier Paul Karl

(Last) (First) (Middle)

C/O CONVERGEONE HOLDINGS, INC.

3344 HIGHWAY 149

(Street)

EAGAN MN 55121

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President, Services Org.

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)

X	Form filed by One Reporting Person
	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	01/04/2019		J		185,435(1)	D	(1)	185,435	I	By Paul K. Maier Living Trust DTD 1/31/2008
Common Stock	01/04/2019		D		521,368(2)	D	$12.5	0	I	By Paul K. Maier Living Trust DTD 1/31/2008

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
Stock Option ( Right to Buy)	$9.24	01/04/2019		D			135,000	(3)	08/09/2028	Common Shares	135,000	$0.00	0	D
Stock Option ( Right to Buy)	$12.24	01/04/2019		D			67,500	(3)	08/09/2028	Common Stock	67,500	$0.00	0	D
Stock Option ( Right to Buy)	$15.24	01/04/2019		D			67,500	(3)	08/09/2028	Common Stock	67,500	$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).
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