| FORM 5 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Form 3 Holdings Reported. | |||||||||||||||||
| Form 4 Transactions Reported. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Fusion Connect, Inc. [ FSNN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Statement for Issuer's Fiscal Year Ended
(Month/Day/Year) 12/31/2018 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | |||||||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||||||
| Amount | (A) or (D) | Price | |||||||||||||
| Common Stock | 06/19/2018 | G | 120,000 | D | $0 | 23,064,347 | I | See Footnote(1) | |||||||
| Common Stock | 20,059,634 | I | See Footnote(2) | ||||||||||||
| Common Stock | 1,287,548 | I | By The Holcombe T. Green, Jr. 2013 Five-Year Annuity Trust(1)(3) | ||||||||||||
| Common Stock | 321,886 | I | By The HTG III 2015 Five-Year Annuity Trust(1)(3) | ||||||||||||
| Common Stock | 321,886 | I | By The FHG 2015 Five-Year Annuity Trust(1)(3) | ||||||||||||
| Common Stock | 643,774 | I | By The FHG 2017 Two-Year Annuity Trust(1)(3) | ||||||||||||
| Common Stock | 643,774 | I | By The FHG 2017 Four-Year Annuity Trust(1)(3) | ||||||||||||
| Common Stock | 643,774 | I | By The HTG III 2017 Two-Year Annuity Trust(1)(3) | ||||||||||||
| Common Stock | 643,774 | I | By The HTG III 2017 Four-Year Annuity Trust(1)(3) | ||||||||||||
| Common Stock | 1,072,957 | I | By The FHG 2018 Two-Year Annuity Trust(1)(3) | ||||||||||||
| Common Stock | 536,478 | I | By The FHG 2018 Four-Year Annuity Trust(1)(3) | ||||||||||||
| Common Stock | 536,478 | I | By The FHG 2018 Five-Year Annuity Trust(1)(3) | ||||||||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | ||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
| Explanation of Responses: |
| 1. The shares of Common Stock were issued as merger consideration to BCHI Holdings LLC ("BCHI") with respect to the merger of Birch Communications Holdings Inc. with and into Fusion BCHI Acquisition LLC, a wholly-owned subsidiary of the Issuer. The Reporting Person is the managing member of BCHI and may be deemed to beneficially own the shares of Common Stock held by BCHI to the extent set forth in this report because he has voting and dispositive power over such shares. The reporting person disclaims beneficial ownership except to the extent of the reporting person's pecuniary interest. |
| 2. Shares for which the Reporting Person shares dipositive power as the managing member of BCHI but for which the Reporting Person has no pecuniary interest. The Reporting Person disclaims beneficial ownership of such shares. |
| 3. The Reporting Person is trustee of (i) The Holcombe T. Green, Jr. 2013 Five-Year Annuity Trust, (ii) The HTG III 2015 Five-Year Annuity Trust, (iii) The FHG 2015 Five-Year Annuity Trust, (iv) The FHG 2017 Two-Year Annuity Trust, (v) The FHG 2017 Four-Year Annuity Trust, (vi) The HTG III 2017 Two-Year Annuity Trust, (vii) The HTG III 2017 Four-Year Annuity Trust, (viii) The FHG 2018 Two-Year Annuity Trust, (ix) The FHG 2018 Four-Year Annuity Trust and (x) The FHG 2018 Five-Year Annuity Trust. |
| /s/ Holcombe T. Green, Jr | 02/13/2019 | |
| ** 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 Number. | ||