Filing Details

Accession Number:
0001213900-17-004012
Form Type:
4
Zero Holdings:
No
Publication Time:
2017-04-19 17:30:22
Reporting Period:
2017-04-18
Filing Date:
2017-04-19
Accepted Time:
2017-04-19 17:30:22
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1697152 Forum Merger Corp FMCIU Blank Checks (6770) 814619427
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1702369 Forum Investors I, Llc 135 East 57Th Street 8Th Floor
New York NY 10022
No No Yes No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Class A Common Stock Acquisiton 2017-04-18 67,500 $10.00 622,500 No 4 P Direct
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 P Direct
Footnotes
  1. These shares are underlying units (each unit consisting of one share of Class A common stock, one right entitling the holder thereof to receive one-tenth (1/10) of one share of Class A Common Stock upon the consummation of an initial business combination and one-half of one warrant, each whole warrant exercisable to purchase one share of Class A common stock) held by Forum Investors I, LLC (the "Sponsor"), acquired pursuant to an amended and restated unit subscription agreement by and between the Sponsor and the issuer.
  2. Such units were purchased upon the exercise of the underwriters' over-allotment option in connection with the issuer's initial public offering. Does not include 4,312,500 shares of Class F common stock previously reported on a Form 3, which shares will automatically convert into shares of Class A common stock at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights.
  3. Each of the issuer's officers and directors is a member of the Sponsor. Stephen A, Vogel, Marshall Kiev, and David Boris, the issuer's Executive Officers and Directors, are the sole members of Forum Capital Management, LLC, the managing member of the Sponsor. Forum Capital Management, LLC has the sole voting and dispositive power of the securities held by the Sponsor. Each member of Forum Capital Management, LLC has one vote, and the approval of two of the three members is required to approve an action of the Sponsor.
  4. Under the so-called "rule of three", if voting and dispositive decisions regarding an entity's securities are made by three or more individuals, and a voting or dispositive decision requires the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity's securities. Therefore, no individual member of the managing member of the Sponsor exercises voting or dispositive control over any of the securities held by the Sponsor, even those in which he directly holds a pecuniary interest. Accordingly, none of them are deemed to have or share beneficial ownership of such shares.