Forum Investors II LLC 4
4 · Forum Merger II Corp · Filed Oct 31, 2018
Insider Transaction Report
Form 4
Forum Merger II CorpFMCIU
Forum Investors II LLC
10% Owner
Transactions
- Other
Class B Common Stock
2018-10-31−750,000→ 5,000,000 total→ Class A Common Stock (750,000 underlying)
Footnotes (3)
- [F1]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.
- [F2]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.
- [F3]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.