FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Kiev Marshall
2. Issuer Name and Ticker or Trading Symbol

Forum Merger II Corp [ FMCIU ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      __ X __ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Co-CEO, President
(Last)          (First)          (Middle)

C/O FORUM MERGER II CORP, 40 RICHARDS AVE, SUITE 300
3. Date of Earliest Transaction (MM/DD/YYYY)

10/31/2018
(Street)

NORWALK, CT 06854
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Class B Common Stock     (1) 10/31/2018     J   (1)       750000      (2)   (2) Class A Common Stock   750000   $0   5000000   I   See footnote   (3)

Explanation of Responses:
(1)  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.
(2)  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.
(3)  Mr. Kiev is a managing member of Forum Capital Management II LLC, the managing member of the Sponsor, and shares the voting and dispositive power of the securities held by the Sponsor. Accordingly, Mr. Kiev may be deemed to have or share beneficial ownership of such shares. Mr. Kiev disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Kiev Marshall
C/O FORUM MERGER II CORP
40 RICHARDS AVE, SUITE 300
NORWALK, CT 06854
X X Co-CEO, President

Signatures
/s/ Marshall Kiev 10/31/2018
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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