Amended Statement of Beneficial Ownership (sc 13d/a)
2019年1月5日 - 6:41AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule
13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO §
240.13D-1(A)
AND AMENDMENTS THERETO FILED
PURSUANT TO §
240.13D-2(A)
(Amendment No. 2)*
ConvergeOne
Holdings, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value
(Title of Class of Securities)
212481 105
(CUSIP
Number)
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Behdad Eghbali
Clearlake Capital Partners III (Master), L.P.
c/o Clearlake Capital Group, L.P.
233 Wilshire Blvd, Suite 800
Santa Monica, California 90401
(310)
400-8800
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copies to:
Mehdi Khodadad
Cooley
LLP
3175 Hanover Street
Palo Alto, California 94304
(650)
843-5000
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
January 4, 2019
(Date of Event which Requires Filing of this Statement)
If the filing
person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Sections
240.13d-1(e),
240.13d-1(f)
or
240.13d-1(g),
check the following box. ☐
Note:
Schedules filed in paper format shall
include a signed original and five copies of the schedule, including all exhibits. See
Section 240.13d-7
for other parties to whom copies are to be sent.
*
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The remainder of this cover page shall be filled out for a reporting persons initial filing on this form
with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of
the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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1.
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Name of
reporting person
Clearlake Capital Partners III (Master), L.P.
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2.
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Check the appropriate box if a member
of a group (see instructions)
(a) ☒ (b) ☐
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3.
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SEC use only
OO
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4.
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Source of funds (see instructions)
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5.
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Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e)
☐
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6.
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Citizenship or place of
organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
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7.
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Sole voting power
0
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8.
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Shared voting power
0
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9.
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Sole dispositive power
0
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10.
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Shared dispositive power
0
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11.
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Aggregate amount beneficially owned by each reporting person
0
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12.
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Check if the aggregate amount in Row
(11) excludes certain shares (see instructions)
☐
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13.
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Percent of class represented by
amount in Row (11)
0%
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14.
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Type of reporting person (see
instructions)
PN
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2.
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1.
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Name of
reporting person
Clearlake Capital Partners III GP, L.P.
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2.
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Check the appropriate box if a member
of a group (see instructions)
(a) ☒ (b) ☐
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3.
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SEC use only
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4.
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Source of funds (see instructions)
AF
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5.
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Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e)
☐
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6.
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Citizenship or place of
organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
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7.
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Sole voting power
0
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8.
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Shared voting power
0
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9.
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Sole dispositive power
0
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10.
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Shared dispositive power
0
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11.
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Aggregate amount beneficially owned by each reporting person
0
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12.
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Check if the aggregate amount in Row
(11) excludes certain shares (see instructions)
☐
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13.
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Percent of class represented by
amount in Row (11)
0%
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14.
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Type of reporting person (see
instructions)
PN
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3.
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1.
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Name of
reporting person
Clearlake Capital Partners, LLC
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2.
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Check the appropriate box if a member
of a group (see instructions)
(a) ☒ (b) ☐
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3.
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SEC use only
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4.
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Source of funds (see instructions)
AF
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5.
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Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e)
☐
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6.
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Citizenship or place of
organization
Delaware
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
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7.
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Sole voting power
0
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8.
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Shared voting power
0
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9.
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Sole dispositive power
0
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10.
|
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Shared dispositive power
0
|
11.
|
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Aggregate amount beneficially owned by each reporting person
0
|
12.
|
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Check if the aggregate amount in Row
(11) excludes certain shares (see instructions)
☐
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13.
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Percent of class represented by
amount in Row (11)
0%
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14.
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Type of reporting person (see
instructions)
PN
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4.
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1.
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Name of
reporting person
CCG Operations, LLC
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2.
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Check the appropriate box if a member
of a group (see instructions)
(a) ☒ (b) ☐
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3.
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SEC use only
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4.
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Source of funds (see instructions)
AF
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5.
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Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e)
☐
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6.
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Citizenship or place of
organization
Delaware
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
|
|
7.
|
|
Sole voting power
0
|
|
8.
|
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Shared voting power
0
|
|
9.
|
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Sole dispositive power
0
|
|
10.
|
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Shared dispositive power
0
|
11.
|
|
Aggregate amount beneficially owned by each reporting person
0
|
12.
|
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions)
☐
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13.
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Percent of class represented by
amount in Row (11)
0%
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14.
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Type of reporting person (see
instructions)
PN
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5.
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1.
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Name of
reporting person
Behdad Eghbali
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2.
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Check the appropriate box if a member
of a group (see instructions)
(a) ☒ (b) ☐
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3.
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SEC use only
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4.
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Source of funds (see instructions)
AF
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5.
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Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e)
☐
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6.
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Citizenship or place of
organization
United States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
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7.
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Sole voting power
0
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8.
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Shared voting power
0
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9.
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Sole dispositive power
0
|
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10.
|
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Shared dispositive power
0
|
11.
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Aggregate amount beneficially owned by each reporting person
0
|
12.
|
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Check if the aggregate amount in Row
(11) excludes certain shares (see instructions)
☐
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13.
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Percent of class represented by
amount in Row (11)
0%
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14.
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Type of reporting person (see
instructions)
IN
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6.
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1.
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Name of
reporting person
José E. Feliciano
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2.
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Check the appropriate box if a member
of a group (see instructions)
(a) ☒ (b) ☐
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3.
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SEC use only
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4.
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Source of funds (see instructions)
AF
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5.
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Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e)
☐
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6.
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Citizenship or place of
organization
United States
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
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7.
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Sole voting power
0
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8.
|
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Shared voting power
0
|
|
9.
|
|
Sole dispositive power
0
|
|
10.
|
|
Shared dispositive power
0
|
11.
|
|
Aggregate amount beneficially owned by each reporting person
0
|
12.
|
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions)
☐
|
13.
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Percent of class represented by
amount in Row (11)
0%
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14.
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Type of reporting person (see
instructions)
IN
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7.
Item 1. Security and Issuer
This Amendment No. 2 (Amendment No. 2) amends and supplements the statement on Schedule 13D filed by the Reporting
Persons (as defined below) with the Securities and Exchange Commission on March 5, 2018 (the Schedule 13D), with respect to the Common Stock, par value $0.0001 per share, of ConvergeOne Holdings, Inc., a Delaware corporation (the
Issuer). The address of the principal executive office of the Issuer is 3344 Highway 149, Eagan, MN 55121. Except as set forth herein, this Amendment No. 2 does not modify any of the information previously reported by the Reporting
Persons in the Schedule 13D. Unless otherwise indicated, all capitalized terms used herein have the meanings ascribed to them in the Schedule 13D.
This Amendment No. 2 is being filed by the Reporting Persons in connection with the closing on January 4, 2019 of the previously
announced merger (the Merger) of the Issuer with PVKG Merger Sub, Inc. (the Merger Sub), a wholly owned subsidiary of PVKG Intermediate Holdings, Inc. (Parent), pursuant to the terms of the Agreement and Plan of
Merger by and among the Issuer, Parent and Merger Sub, dated as of November 6, 2018. As a result of the Merger, the Reporting Persons beneficially own less than 5% of the outstanding Common Stock of the Issuer. Consequently, this Amendment
No. 2 constitutes the final amendment to the Schedule 13D and an exit filing for the Reporting Persons.
Item 5. Interest in Securities of
the Issuer
The information contained on the cover pages to this Amendment No. 2 and the information set forth or incorporated in
Item 1 hereof is incorporated herein by reference.
8.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
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Dated: January 4, 2019
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Clearlake Capital Partners III (Master), L.P.
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By:
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Clearlake Capital Partners III GP, L.P.
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its general partner
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By:
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/s/ Behdad Eghbali
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Name:
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Behdad Eghbali
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Title:
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Co-President
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Clearlake Capital Partners III GP, L.P.
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By:
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/s/ Behdad Eghbali
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Name:
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Behdad Eghbali
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Title:
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Co-President
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Clearlake Capital Partners, LLC
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By:
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/s/ Behdad Eghbali
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Name:
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Behdad Eghbali
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Title:
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Managing Partner
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CCG Operations, LLC
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By:
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/s/ Behdad Eghbali
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Name:
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Behdad Eghbali
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Title:
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Manager
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/s/ Behdad Eghbali
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Behdad Eghbali
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/s/ José E. Feliciano
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José E. Feliciano
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9.
Convergeone Holdings, Inc. (MM) (NASDAQ:CVON)
過去 株価チャート
から 5 2024 まで 6 2024
Convergeone Holdings, Inc. (MM) (NASDAQ:CVON)
過去 株価チャート
から 6 2023 まで 6 2024
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