Filing Details
- Accession Number:
- 0001654954-18-005241
- Form Type:
- 13D Filing
- Publication Date:
- 2018-05-14 16:57:38
- Filed By:
- Bchi Holdings, Llc
- Company:
- Fusion Connect Inc. (NASDAQ:FSNN)
- Filing Date:
- 2018-05-14
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| BCHI Holdings | 0 | 49,896,310 | 0 | 49,896,310 | 49,896,310 | 65.3% |
| Holcombe T. Green, Jr | 29,836,676 | 0 | 29,836,676 | 20,059,634 | 49,896,310 | 65.3% |
| R. Kirby Godsey | 11,674,199 | 0 | 0 | 11,674,199 | 11,674,199 | 15.3% |
| Holcombe T. Green, III | 3,835,155 | 0 | 0 | 3,835,155 | 3,835,155 | 5.0% |
| Frank H. Green, III | 5,364 | 0 | 0 | 5,364 | 5,364 | Less than 1% |
| Raleigh K. Godsey, Jr | 0 | 1,136,229 | 0 | 1,136,229 | 1,136,229 | 1.5% |
| I. Hunter Godsey | 0 | 1,136,229 | 0 | 1,136,229 | 1,136,229 | 1.5% |
| Erica Daniell | 0 | 1,136,229 | 0 | 1,136,229 | 1,136,229 | 1.5% |
| Stephanie Shepard | 0 | 1,136,229 | 0 | 1,136,229 | 1,136,229 | 1.5% |
Filing
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
| FUSION
CONNECT, INC. |
| (Name
of Issuer) |
| COMMON
STOCK, PAR VALUE $0.01 PER SHARE |
| (Title
of Class of Securities) |
| 36116X102 |
| (CUSIP
Number) |
| Holcombe
T. Green, Jr. Manager BCHI
Holdings, LLC 3060
Peachtree Road, NW, Suite 1065 Atlanta,
GA 30305 (404)
926-2211
Copies to: John E.
Zamer Jones
Day 1420
Peachtree Street, N.E. Suite
800 Atlanta,
Georgia 30309 (404)
581-8266 |
| (Name,
Address and Telephone Number of Person Authorized
to Receive Notices and Communications) |
| 5/4/2018 |
| (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 that is the subject of this Schedule 13D,
and is filing this schedule because of §§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 Rule 13d-7
for other parties to whom copies are to be sent.
* The remainder of this cover page
shall be filled out for a reporting person's 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.
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).
|
CUSIP No. 36116X102 | SCHEDULE
13D | Page 1
of 12 Pages |
|
1 | NAMES OF
REPORTING PERSONS BCHI
Holdings, LLC | |||
|
2 | CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) (a)
☐ (b)
☒ | |||
|
3 | SEC
USE ONLY | |||
|
4 | SOURCE OF FUNDS
(SEE INSTRUCTIONS) OO | |||
|
5 | CHECK IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or 2(e) ☐ | |||
|
6 | CITIZENSHIP OR
PLACE OF ORGANIZATION Delaware | |||
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON
WITH |
7 | SOLE
VOTING POWER | 0 | |
|
8 | SHARED VOTING
POWER | 49,896,310 | ||
|
9 | SOLE
DISPOSITIVE POWER | 0 | ||
|
10 | SHARED
DISPOSITIVE POWER | 49,896,310 | ||
|
11 | AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON 49,896,310 | |||
|
12 | CHECK IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) ☐ N/A | |||
|
13 | PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 65.3%(1) | |||
|
14 | TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) CO | |||
(1)
Based on 76,462,233 shares outstanding as of May 4, 2018, as
provided by the Issuer. All share amounts reflect the 1-for-1.5
reverse stock split effected by the Issuer on May 4,
2018.
|
CUSIP No. 36116X102 | SCHEDULE
13D | Page 2
of 12 Pages |
|
1 | NAMES OF
REPORTING PERSONS Holcombe T.
Green, Jr. | |||
|
2 | CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) (a)
☐ (b)
☒ | |||
|
3 | SEC
USE ONLY | |||
|
4 | SOURCE OF FUNDS
(SEE INSTRUCTIONS) OO | |||
|
5 | CHECK IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or 2(e) ☐ | |||
|
6 | CITIZENSHIP OR
PLACE OF ORGANIZATION United
States | |||
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON
WITH |
7 | SOLE
VOTING POWER | 29,836,676(1) | |
|
8 | SHARED VOTING
POWER | 0 | ||
|
9 | SOLE
DISPOSITIVE POWER | 29,836,676(1) | ||
|
10 | SHARED
DISPOSITIVE POWER | 20,059,634(1) | ||
|
11 | AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
49,896,310 | |||
|
12 | CHECK IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) ☐ N/A | |||
|
13 | PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
65.3%(2) | |||
|
14 | TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) IN | |||
(1) The
shares of Common Stock were issued as merger consideration to BCHI
Holdings LLC (“Holdings”) 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 Holdings and
may be deemed to beneficially own the shares of Common Stock held
by Holdings to
the extent set forth above because the reporting person has voting
and dispositive power over such shares. 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 (collectively the “Trusts”), each of
which are members of Holdings,
and the reporting person may be deemed a beneficial holder of
6,652,329 shares of Common Stock over which the Trusts have sole
voting and shared dispositive powers as members of Holdings,
and to which the reporting person has voting and dispositive power
as trustee. The Reporting Person disclaims beneficial ownership
except to the extent of the reporting person’s pecuniary
interest.
(2)
Based on 76,462,233 shares outstanding as of May 4, 2018, as
provided by the Issuer. All share amounts reflect the 1-for-1.5
reverse stock split effected by the Issuer on May 4,
2018.
|
CUSIP No. 36116X102 | SCHEDULE
13D | Page 3
of 12 Pages |
|
1 | NAMES OF
REPORTING PERSONS R.
Kirby Godsey | |||
|
2 | CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) (a)
☐ (b)
☒ | |||
|
3 | SEC
USE ONLY | |||
|
4 | SOURCE OF FUNDS
(SEE INSTRUCTIONS) OO | |||
|
5 | CHECK IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or 2(e) ☐ | |||
|
6 | CITIZENSHIP OR
PLACE OF ORGANIZATION United
States | |||
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON
WITH |
7 | SOLE
VOTING POWER | 11,674,199
(1) | |
|
8 | SHARED VOTING
POWER | 0 | ||
|
9 | SOLE
DISPOSITIVE POWER | 0 | ||
|
10 | SHARED
DISPOSITIVE POWER | 11,674,199
(1) | ||
|
11 | AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,674,199 | |||
|
12 | CHECK IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) ☐ N/A | |||
|
13 | PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 15.3%(2) | |||
|
14 | TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) IN | |||
(1) The
shares of Common Stock were issued as merger consideration
to Holdings
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 a member
of Holdings and
may be deemed to beneficially own the shares of Common Stock held
by Holdings to
the extent set forth in this report because the reporting person
has sole voting and shared dispositive power over such shares. The
reporting person disclaims beneficial ownership except to the
extent of the reporting person’s pecuniary
interest.
(2)
Based on 76,462,233 shares outstanding as of May 4, 2018, as
provided by the Issuer. All share amounts reflect the 1-for-1.5
reverse stock split effected by the Issuer on May 4,
2018.
|
CUSIP No. 36116X102 | SCHEDULE
13D | Page 4
of 12 Pages |
|
1 | NAMES OF
REPORTING PERSONS Holcombe T.
Green, III | |||
|
2 | CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) (a)
☐ (b)
☒ | |||
|
3 | SEC
USE ONLY | |||
|
4 | SOURCE OF FUNDS
(SEE INSTRUCTIONS) OO | |||
|
5 | CHECK IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or 2(e) ☐ | |||
|
6 | CITIZENSHIP OR
PLACE OF ORGANIZATION United
States | |||
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON
WITH |
7 | SOLE
VOTING POWER | 3,835,155(1) | |
|
8 | SHARED VOTING
POWER | 0 | ||
|
9 | SOLE
DISPOSITIVE POWER | 0 | ||
|
10 | SHARED
DISPOSITIVE POWER | 3,835,155(1) | ||
|
11 | AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,835,155 | |||
|
12 | CHECK IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) ☐ N/A | |||
|
13 | PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 5.0%(2) | |||
|
14 | TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) IN | |||
(1) The
shares of Common Stock were issued as merger consideration
to Holdings
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 a member
of Holdings and
may be deemed to beneficially own the shares of Common Stock held
by Holdings to
the extent set forth in this report because the reporting person
has sole voting and shared dispositive power over such shares. The
reporting person disclaims beneficial ownership except to the
extent of the reporting person’s pecuniary
interest.
(2)
Based on 76,462,233 shares outstanding as of May 4, 2018, as
provided by the Issuer. All share amounts reflect the 1-for-1.5
reverse stock split effected by the Issuer on May 4,
2018.
|
CUSIP No. 36116X102 | SCHEDULE
13D | Page 5
of 12 Pages |
|
1 | NAMES OF
REPORTING PERSONS Frank H. Green,
III | |||
|
2 | CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) (a)
☐ (b)
☒ | |||
|
3 | SEC
USE ONLY | |||
|
4 | SOURCE OF FUNDS
(SEE INSTRUCTIONS) OO | |||
|
5 | CHECK IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or 2(e) ☐ | |||
|
6 | CITIZENSHIP OR
PLACE OF ORGANIZATION United
States | |||
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON
WITH |
7 | SOLE
VOTING POWER | 5,364(1) | |
|
8 | SHARED VOTING
POWER | 0 | ||
|
9 | SOLE
DISPOSITIVE POWER | 0 | ||
|
10 | SHARED
DISPOSITIVE POWER | 5,364(1) | ||
|
11 | AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,364 | |||
|
12 | CHECK IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) ☐ N/A | |||
|
13 | PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) Less than 1%(2) | |||
|
14 | TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) IN | |||
(1) The
shares of Common Stock were issued as merger consideration
to Holdings
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 a member
of Holdings and
may be deemed to beneficially own the shares of Common Stock held
by Holdings to
the extent set forth in this report because the reporting person
has sole voting and shared dispositive power over such shares. The
reporting person disclaims beneficial ownership except to the
extent of the reporting person’s pecuniary
interest.
(2)
Based on 76,462,233 shares outstanding as of May 4, 2018, as
provided by the Issuer. All share amounts reflect the 1-for-1.5
reverse stock split effected by the Issuer on May 4,
2018.
|
CUSIP No. 36116X102 | SCHEDULE
13D | Page 6
of 12 Pages |
|
1 | NAMES OF
REPORTING PERSONS Raleigh K.
Godsey, Jr. | |||
|
2 | CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) (a)
☐ (b)
☒ | |||
|
3 | SEC
USE ONLY | |||
|
4 | SOURCE OF FUNDS
(SEE INSTRUCTIONS) OO | |||
|
5 | CHECK IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or 2(e) ☐ | |||
|
6 | CITIZENSHIP OR
PLACE OF ORGANIZATION United
States | |||
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON
WITH |
7 | SOLE
VOTING POWER | 0 | |
|
8 | SHARED VOTING
POWER | 1,136,229(1) | ||
|
9 | SOLE
DISPOSITIVE POWER | 0 | ||
|
10 | SHARED
DISPOSITIVE POWER | 1,136,229(1) | ||
|
11 | AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,136,229 | |||
|
12 | CHECK IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) ☐ N/A | |||
|
13 | PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 1.5%(2) | |||
|
14 | TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) IN | |||
(1) The
shares of Common Stock were issued as merger consideration
to Holdings
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 a member
of Holdings and
may be deemed to beneficially own the shares of Common Stock held
by Holdings to
the extent set forth in this report because the reporting person
has sole voting and shared dispositive power over such shares. The
reporting person disclaims beneficial ownership except to the
extent of the reporting person’s pecuniary
interest.
(2)
Based on 76,462,233 shares outstanding as of May 4, 2018, as
provided by the Issuer. All share amounts reflect the 1-for-1.5
reverse stock split effected by the Issuer on May 4,
2018.
|
CUSIP No. 36116X102 | SCHEDULE
13D | Page 7
of 12 Pages |
|
1 | NAMES OF
REPORTING PERSONS I.
Hunter Godsey | |||
|
2 | CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) (a)
☐ (b)
☒ | |||
|
3 | SEC
USE ONLY | |||
|
4 | SOURCE OF FUNDS
(SEE INSTRUCTIONS) OO | |||
|
5 | CHECK IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or 2(e) ☐ | |||
|
6 | CITIZENSHIP OR
PLACE OF ORGANIZATION United
States | |||
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON
WITH |
7 | SOLE
VOTING POWER | 0 | |
|
8 | SHARED VOTING
POWER | 1,136,229(1) | ||
|
9 | SOLE
DISPOSITIVE POWER | 0 | ||
|
10 | SHARED
DISPOSITIVE POWER | 1,136,229(1) | ||
|
11 | AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,136,229 | |||
|
12 | CHECK IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) ☐ N/A | |||
|
13 | PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 1.5%(2) | |||
|
14 | TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) IN | |||
(1) The
shares of Common Stock were issued as merger consideration
to Holdings
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 a member
of Holdings and
may be deemed to beneficially own the shares of Common Stock held
by Holdings to
the extent set forth in this report because the reporting person
has sole voting and shared dispositive power over such shares. The
reporting person disclaims beneficial ownership except to the
extent of the reporting person’s pecuniary
interest.
(2)
Based on 76,462,233 shares outstanding as of May 4, 2018, as
provided by the Issuer. All share amounts reflect the 1-for-1.5
reverse stock split effected by the Issuer on May 4,
2018.
|
CUSIP No. 36116X102 | SCHEDULE
13D | Page 8
of 12 Pages |
|
1 | NAMES OF
REPORTING PERSONS Erica
Daniell | |||
|
2 | CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) (a)
☐ (b)
☒ | |||
|
3 | SEC
USE ONLY | |||
|
4 | SOURCE OF FUNDS
(SEE INSTRUCTIONS) OO | |||
|
5 | CHECK IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or 2(e) ☐ | |||
|
6 | CITIZENSHIP OR
PLACE OF ORGANIZATION United
States | |||
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON
WITH |
7 | SOLE
VOTING POWER | 0 | |
|
8 | SHARED VOTING
POWER | 1,136,229(1) | ||
|
9 | SOLE
DISPOSITIVE POWER | 0 | ||
|
10 | SHARED
DISPOSITIVE POWER | 1,136,229(1) | ||
|
11 | AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,136,229 | |||
|
12 | CHECK IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) ☐ N/A | |||
|
13 | PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 1.5%(2) | |||
|
14 | TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) IN | |||
(1) The
shares of Common Stock were issued as merger consideration
to Holdings
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 a member
of Holdings and
may be deemed to beneficially own the shares of Common Stock held
by Holdings to
the extent set forth in this report because the reporting person
has sole voting and shared dispositive power over such shares. The
reporting person disclaims beneficial ownership except to the
extent of the reporting person’s pecuniary
interest.
(2)
Based on 76,462,233 shares outstanding as of May 4, 2018, as
provided by the Issuer. All share amounts reflect the 1-for-1.5
reverse stock split effected by the Issuer on May 4,
2018.
|
CUSIP No. 36116X102 | SCHEDULE
13D | Page 9
of 12 Pages |
|
1 | NAMES OF
REPORTING PERSONS Stephanie
Shepard | |||
|
2 | CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) (a)
☐ (b)
☒ | |||
|
3 | SEC
USE ONLY | |||
|
4 | SOURCE OF FUNDS
(SEE INSTRUCTIONS) OO | |||
|
5 | CHECK IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or 2(e) ☐ | |||
|
6 | CITIZENSHIP OR
PLACE OF ORGANIZATION United
States | |||
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON
WITH |
7 | SOLE
VOTING POWER | 0 | |
|
8 | SHARED VOTING
POWER | 1,136,229(1) | ||
|
9 | SOLE
DISPOSITIVE POWER | 0 | ||
|
10 | SHARED
DISPOSITIVE POWER | 1,136,229(1) | ||
|
11 | AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,136,229 | |||
|
12 | CHECK IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) ☐ N/A | |||
|
13 | PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 1.5%(2) | |||
|
14 | TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) IN | |||
(1) The
shares of Common Stock were issued as merger consideration
to Holdings
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 a member
of Holdings and
may be deemed to beneficially own the shares of Common Stock held
by Holdings to
the extent set forth in this report because the reporting person
has sole voting and shared dispositive power over such shares. The
reporting person disclaims beneficial ownership except to the
extent of the reporting person’s pecuniary
interest.
(2)
Based on 76,462,233 shares outstanding as of May 4, 2018, as
provided by the Issuer. All share amounts reflect the 1-for-1.5
reverse stock split effected by the Issuer on May 4,
2018.
|
CUSIP No. 36116X102 | SCHEDULE
13D | Page 10
of 12 Pages |
Item 1.
Security and Issuer.
This
Statement on Schedule 13D (this “Statement”) relates to
the shares of common stock, par value $0.01 (the “Common
Stock”) of Fusion Connect, Inc., f/k/a Fusion
Telecommunications International, Inc. (the “Issuer”).
The address of the principal executive offices of the Issuer is 420
Lexington Avenue Suite 1718, New York, NY 10170.
Item 2.
Identity and Background.
(a)
This Statement is filed by the BCHI Holdings, LLC
(“Holdings”),
a Delaware limited liability company, Holcombe T. Green, Jr., R.
Kirby Godsey, Holcombe T. Green, III, Frank H. Green, Raleigh K.
Godsey, Jr., I. Hunter Godsey, Erica Daniell and Stephanie Shepard
(together with, Holcombe T. Green, Jr., R. Kirby Godsey, Holcombe
T. Green, III, Frank H. Green, Raleigh K. Godsey, Jr., I. Hunter
Godsey and Erica Daniell, the “Holdings
Members” and, collectively with Holdings, the
“Reporting Persons”) .
(b) The
address of the business office of each of the Reporting Persons is
C/O BCHI Holdings, LLC, 3060 Peachtree Road, NW, Suite 1065,
Atlanta, GA 30305.
(c)
Each Holdings
Member’s principal occupation is member of
Holdings. Holcombe T. Green, Jr. also serves as the sole
managing member of Holdings.
(d) The
Reporting Persons have not, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) The
Reporting Persons have not, during the last five years, been party
to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with
respect to such laws.
(f)
Each of the Reporting Persons is a citizen of the United
States.
Item 3.
Source and Amount of Funds or Other Consideration.
On
August 26, 2017, the Issuer entered into an Agreement and Plan of
Merger (the “Merger Agreement”) with Birch
Communications Holdings, Inc. (“Birch Inc.”), a Georgia
corporation, and Fusion BCHI Acquisition LLC, a Delaware limited
liability company and a wholly-owned subsidiary of the Issuer
(“Merger Sub”). Pursuant to the Merger Agreement, among
other things, Birch Inc. was merged with and into Merger Sub (the
“Merger”) with Merger Sub being the surviving entity of
the Merger, and as a direct, wholly-owned subsidiary of the Issuer,
on May 4, 2018 (the “Closing”). As consideration for
the Merger, on the Closing the Issuer issued 49,896,310 shares of
Common Stock to Holdings.
Each of the Holdings
Members is a member of Holdings and
may be deemed to beneficially own the shares of Common Stock held
by Holdings to
the extent set forth in this report because such
Holdings Member has voting or dispositive power over such
shares. Each of the Holdings
Members disclaims beneficial ownership except to the extent of
such Holdings
Member’s pecuniary interest.
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Item 4.
Purpose of the Transaction.
The
information set forth under Item 3 of this Statement is
incorporated herein by reference.
At the
closing of the Merger, the Issuer, Holdings and
certain affiliates of the Issuer entered into a stockholders’
agreement (the “Stockholders’ Agreement”) setting
forth certain agreements among the parties regarding the governance
of the Issuer. Under the Stockholders’ Agreement, the parties
agreed that immediately after the Closing, the Issuer’s Board
of Directors (the “Issuer’s Board”) would
initially be set at seven (7) members, of which (a) three (3)
persons would be designated for appointment to the Issuer’s
Board by Holdings
(the “Holdings
Designees”), (b) three (3) persons (the “Fusion
Designees”) would be designated for appointment to the
Issuer’s Board by the members of the Issuer’s
pre-Closing Board of Directors or, subsequently, the Fusion
Designees (the “Fusion Committee”); and (c) one (1)
person would be designated by Holdings
with the prior written approval (not to be unreasonably withheld,
conditioned or delayed) of the Fusion Committee (the
“Independent Designee”).
At the
Closing, the Fusion Designees are Michael J. Del Giudice, Marvin S.
Rosen and Matthew D. Rosen; the Holdings
Designees are Holcombe T. Green, Jr., Holcombe Green, III and Lewis
W. Dickey, Jr.; and Rafe de la Gueronniere is the Independent
Designee.
The
Stockholders’ Agreement requires each party thereto to vote
its respective shares of Common Stock in favor of electing to the
Issuer’s Board individuals nominated in accordance with the
foregoing provisions. The rights of the Fusion Committee and Holdings to
nominate directors to the Issuer’s Board will continue (i) as
to the Fusion Committee, until such time as Marvin S. Rosen and
Matthew D. Rosen collectively beneficially own less than one and
one-half percent (1.5%) of the then-issued and outstanding shares
of Common Stock, and (ii) as to Holdings,
until such time as it and its affiliates collectively beneficially
own less than twenty percent (20%) of the number of shares of
Common Stock issued to them at the Closing.
The
foregoing description of the Stockholders’ Agreement is
qualified in its entirety by reference to the full text of such
document, which is filed as Exhibit 99.1 hereto and which is
incorporated by reference herein.
Item 5.
Interest in Securities of the Issuer.
(a)—(b) The
responses of the Reporting Persons to Rows (7) through (13) of the
cover pages of this Statement are incorporated herein by
reference.
The
aggregate 49,896,310 shares of Common Stock beneficially owned by
the Reporting Persons represent 65.3% of the issued and outstanding
shares of Common Stock after the Closing based on 76,462,233 shares
of Common Stock outstanding as of May 4, 2018, as provided by the
Issuer.
In
light of the director nomination rights and the voting requirements
of the Stockholders’ Agreement, the Reporting Persons may be
deemed to be a “group” under Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended (the “Exchange
Act”) with the Fusion Designees that together constitute a
group. The Fusion Designees beneficially owns 2,278,931 shares of
Common Stock. The Reporting Persons disclaim beneficial ownership
of the shares of Common Stock beneficially owned by Fusion
Designees. The Fusion Designees are separately making a Schedule
13D filing. Collectively, the Reporting Persons and the Fusion
Designees beneficially own 52,175,241 shares of Common Stock, or
67.3%, of the issued and outstanding shares of Common
Stock.
The
Reporting Persons disclaim beneficial ownership of any Common
Stock, pursuant to Rule 13d-4 of the Exchange Act, other than as
set forth above in this Item 5. Neither this filing nor any of its
contents shall be deemed to constitute an admission that the
Reporting Persons are the beneficial owners of the Common Stock
referred to herein for purposes of Section 13(d) of the Exchange
Act or for any other purpose, and such beneficial ownership is
expressly disclaimed.
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(c)
There have been no transactions in Common Stock that were effected
during the past sixty days by the Reporting Persons other than as
reported in this Statement.
(d) No
other person is known by the Reporting Persons to have the right to
receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, Common Stock that may be deemed to
be beneficially owned by the Reporting Persons.
(e) Not
applicable.
Item 6.
Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
The
information set forth under Item 4 of this Statement is
incorporated herein by reference.
The
description of the Stockholders’ Agreement contained in Item
4 hereof does not purport to be complete and is subject to, and
qualified in its entirety by, the full text of the
Stockholders’ Agreement. The full text of the
Stockholders’ Agreement is attached as Exhibit 99.1
hereto.
Other
than as described in Statement, there are no contracts,
arrangements, understandings or relationships (legal or otherwise)
between the Reporting Persons and any person with respect to any
securities of the Issuer, including but not limited to, transfer or
voting of any of the securities, finder’s fees, joint
ventures, loan or option arrangements, put or calls, guarantees of
profits, division of profits or loss, or the giving or withholding
of proxies.
Item 7.
Material to be Filed as Exhibits.
| Exhibit | Description
of Exhibit | ||
| 99.1* | Stockholders’
Agreement, dated as of May 4, 2018, by and among Fusion Connect,
Inc., BCHI Holdings, LLC, and the stockholders named
therein | ||
| 99.2* | Joint
Filing Agreement | ||
*
Filed herewith
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.
| |
BCHI HOLDINGS, LLC | | |
| | | | |
| Dated:
May 8, 2018 | By: | /s/
Holcombe T. Green, Jr. | |
| | | Name:
Holcombe T. Green, Jr. | |
| | | Title:
Manager | |
| Dated:
May 8, 2018 | By: | /s/
Holcombe T. Green, Jr. | |
| | | Name:
Holcombe T. Green, Jr. | |
| | | | |
| Dated:
May 8, 2018 | By: | /s/ R.
Kirby Godsey | |
| | | Name:
R. Kirby Godsey | |
| | | | |
| Dated:
May 8, 2018 | By: | /s/
Holcombe T. Green, III | |
| | | Name:
Holcombe T. Green, III | |
| | | | |
| Dated:
May 8, 2018 | By: | /s/
Frank H. Green | |
| | | Name:
Frank H. Green | |
| | | | |
| Dated:
May 8, 2018 | By: | /s/
Raleigh K. Godsey, Jr. | |
| | | Name:
Raleigh K. Godsey, Jr. | |
| | | | |
| Dated:
May 8, 2018 | By: | /s/ I.
Hunter Godsey | |
| | | Name:
I. Hunter Godsey | |
| | | | |
| Dated:
May 8, 2018 | By: | /s/
Erica Daniell | |
| | | Name:
Erica Daniell | |
| | | | |
| Dated:
May 8, 2018 | By: | /s/
Stephanie Shepard | |
| | | Name:
Stephanie Shepard | |