SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Forum Investors II LLC (Last) (First) (Middle) 1345 AVENUE OF THE AMERICAS, FL 11 (Street) NEW YORK NY 10105 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 08/02/2018	3. Issuer Name and Ticker or Trading Symbol Forum Merger II Corp [ FMCIU ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(1)	(1)	Class A Common Stock	5,750,000(2)(3)	(1)	D

1. Name and Address of Reporting Person* Forum Investors II LLC (Last) (First) (Middle) 1345 AVENUE OF THE AMERICAS, FL 11 (Street) NEW YORK NY 10105 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Forum Capital Management II LLC (Last) (First) (Middle) 1345 AVENUE OF THE AMERICAS, FL 11 (Street) NEW YORK NY 10105 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. 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.

2. These shares represent Class B common stock held by Forum Investors II LLC (the "Sponsor") acquired pursuant to a subscription agreement by and between the Sponsor and the issuer. The Class B common stock owned by the Sponsor includes up to 750,000 shares that are subject to forfeiture in the event the underwriters of the issuer's initial public offering do not exercise in full their over-allotment option as described in the issuer's registration statement.

3. Forum Capital Management II LLC is the managing member of the Sponsor and has voting and investment discretion with respect to the securities held by the Sponsor. Marshall Kiev and David Boris are the managing members of Forum Capital Management II LLC. As such, Forum Capital Management II LLC, the Sponsor, David Boris and Marshall Kiev may be deemed to have beneficial ownership of the common stock held directly the Sponsor. Each such entity or person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

	/s/ David Boris, as managing member of Forum Capital Management II LLC, the managing member of Forum Investors II LLC	08/02/2018
	/s/ Marshall Kiev, as managing member of Forum Capital Management II LLC	08/02/2018
	** 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 5 (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).
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