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CUSIP
No.
212481105
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SCHEDULE 13G
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Page 9
of 13 Pages
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Item 1.
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(a) Name of Issuer
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ConvergeOne Holdings, Inc. (the "Issuer")
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(b) Address of Issuer’s Principal
Executive Offices
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344
Highway 149, Eagan, MN 55121
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Item 2.
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(a) Name of Person Filing
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(i) Owl Creek I,
L.P., a Delaware limited partnership ("Owl Creek I"), with respect to the shares of Common Stock directly owned by it;
(ii) Owl Creek II,
L.P., a Delaware limited partnership ("Owl Creek II"), with respect to the shares of Common Stock directly owned by it;
(iii) Owl Creek
Overseas Master Fund, Ltd., an exempted company organized under the laws of the Cayman Islands ("Owl Creek Overseas"), with
respect to the shares of Common Stock directly owned by it;
(iv)
Owl Creek SRI Master Fund, Ltd., an exempted company organized under the laws of the Cayman Islands ("Owl Creek SRI"), with respect
to the shares of Common Stock directly owned by it;
(v)
Owl Creek Advisors, LLC, a Delaware limited liability company, the general partner with respect to the shares of
Common Stock directly owned by Owl Creek I and Owl Creek II;
(vi)
Owl Creek Asset Management, L.P., a Delaware limited partnership, the investment manager with respect to the shares of Common
Stock directly owned by Owl Creek I, Owl Creek II, Owl Creek Overseas, and Owl Creek SRI; and
(vii)
Jeffrey A. Altman, with respect to shares of Common Stock owned by Owl Creek I, Owl Creek II, Owl Creek Overseas, and Owl
Creek SRI .
The
foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." Any disclosures herein
with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the
appropriate party.
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(b) Address
of Principal Business Office, or, if none, Residence
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The
address of the principal business office of each of the Reporting Persons is 640 Fifth Avenue, 20th Floor, New York,
NY 10019.
Each
of Owl Creek I, Owl Creek II, and Owl Creek Asset Management, L.P. is a limited partnership organized under the laws of
the State of Delaware. Each of Owl Creek Overseas and Owl Creek SRI is an exempted company organized under the laws of the
Cayman Islands. Owl Creek Advisors, LLC is a limited liability company organized under the laws of the State of Delaware. Mr.
Altman is a United States citizen.
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(d) Title of Class of Securities
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Class A Common Stock, par value $0.0001 per share (the "Common Stock")
212481105
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CUSIP
No. 212481105
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SCHEDULE 13G
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Page 10
of 13 Pages
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Item 3. If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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(b)
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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(e)
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o
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
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(k)
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A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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CUSIP
No. 212481105
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SCHEDULE 13G
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Page
11 of 13 Pages
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Item
4. Ownership
The
percentages used herein and in the rest of Item 4 are calculated based upon the 69,700,000 shares of Common Stock that are
outstanding as of February 22, 2018 as reported by the Issuer in its Form 8-K
filed on February 22, 2018.
A. Owl Creek I, L.P.
(a) Amount beneficially owned:
206,000
(b) Percent of class: 0.3%
(c) Number of shares as to which
the person has:
(i) Sole power to vote
or to direct the vote: 0
(ii) Shared power to vote
or to direct the vote: 206,000
(iii) Sole power to dispose
or to direct the disposition of: 0
(iv)
Shared power to dispose or to direct the disposition of: 206,000
B. Owl Creek II, L.P.
(a) Amount beneficially owned:
1,718,000
(b) Percent of class: 2.5%
(c) Number of shares as to which
the person has:
(i) Sole power to vote
or to direct the vote: 0
(ii) Shared power to vote
or to direct the vote: 1,718,000
(iii) Sole power to dispose
or to direct the disposition of: 0
(iv)
Shared power to dispose or to direct the disposition of: 1,718,000
C. Owl Creek Overseas Master Fund, Ltd.
(a)
Amount beneficially owned: 2,866,000
(b) Percent of class: 4.1%
(c) Number of shares as to which
the person has:
(i) Sole power to vote
or to direct the vote: 0
(ii) Shared power to vote
or to direct the vote: 2,866,000
(iii) Sole power to dispose
or to direct the disposition of: 0
(iv)
Shared power to dispose or to direct the disposition of: 2,866,000
D. Owl Creek SRI Master Fund, Ltd.
(a) Amount beneficially owned:
210,000
(b) Percent of class: 0.3%
(c) Number of shares as to which
the person has:
(i) Sole power to vote
or to direct the vote: 0
(ii) Shared power to vote
or to direct the vote: 210,000
(iii) Sole power to dispose
or to direct the disposition of: 0
(iv)
Shared power to dispose or to direct the disposition of: 210,000
E. Owl Creek Advisors, LLC
(a) Amount beneficially owned:
1,924,000
(b) Percent of class: 2.8%
(c) Number of shares as to which
the person has:
(i) Sole power to vote
or to direct the vote: 0
(ii) Shared power to vote
or to direct the vote: 1,924,000
(iii) Sole power to dispose
or to direct the disposition of: 0
(iv)
Shared power to dispose or to direct the disposition of: 1,924,000
F. Owl Creek Asset Management, L.P.
(a) Amount beneficially owned:
5,000,000
(b) Percent of class: 7.2%
(c) Number of shares as to which
the person has:
(i) Sole power to vote
or to direct the vote: 0
(ii) Shared power to vote
or to direct the vote:
5,000,000
(iii) Sole power to dispose
or to direct the disposition of: 0
(iv)
Shared power to dispose or to direct the disposition of:
5,000,000
G. Jeffrey A. Altman
(a)
Amount beneficially owned: 5,000,000
(b) Percent of class: 7.2%
(c)
Number of shares as to which the person has:
(i) Sole power to vote
or to direct the vote: 0
(ii) Shared power to vote
or to direct the vote: 5,000,000
(iii) Sole power to dispose
or to direct the disposition of: 0
(iv)
Shared power to dispose or to direct the disposition of: 5,000,000
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CUSIP
No. 212481105
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SCHEDULE 13G
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Page 12
of 13 Pages
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Item
5. Ownership of Five Percent or Less of a Class
Not
Applicable
Item
6. Ownership of More Than Five Percent on Behalf of Another Person
Not Applicable
Item
7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent
Holding Company or Control Person
Not Applicable
Item
8. Identification and Classification of Members of the Group
Not Applicable
Item
9. Notice of Dissolution of Group
Not Applicable
Item
10. Certification
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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CUSIP No.
212481105
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SCHEDULE 13G
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Page 13
of 13 Pages
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SIGNATURE
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.
Dated: March 2,
2018
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/s/ Jeffrey A. Altman
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Jeffrey A. Altman, individually, and as managing
member of Owl Creek Advisors, LLC, for itself and as general partner of Owl Creek I, L.P. and Owl Creek II L.P., and as
managing member of the general partner of Owl Creek Asset Management, L.P., for itself and as investment manager to Owl
Creek I, L.P., Owl Creek II L.P, Owl Creek Overseas Master Fund, Ltd., and Owl Creek SRI Master Fund, Ltd.
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