SEC Form 4 filed by Large owner Periscope Capital Inc.
$ICCT
Computer Software: Prepackaged Software
Technology
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
iCoreConnect Inc. [ ICCT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/21/2024 | ||||||||||||||||||||||||||
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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 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 | ||||||
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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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Warrants(1)(2)(4) | (4) | 10/21/2024 | S | 225,000(5) | (4) | (4) | Common Stock(1)(3)(4) | 1,125,000(1)(3)(4) | $0.001 | 404,200 | I | See footnotes(1)(2) | |||
| Warrants(1)(2)(4) | (4) | 10/21/2024 | S | 126,100(5) | (4) | (4) | Common Stock(1)(3)(4) | 630,500(1)(3)(4) | $0.001 | 226,400 | D | ||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. The filing of this Form 4 shall not be construed as an admission that Periscope Capital Inc. ("Periscope") is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise the beneficial owner of any (i) shares of Common Stock, par value $0.0001 per share "Common Stock"), of iCoreConnect Inc. (the "Issuer"), (ii) shares of Series A Preferred Stock, par value $0.0001 per share, of the Issuer ("Preferred Stock"), each exercisable for Common Stock, or (iii) Warrants of the Issuer ("Warrants"), each exercisable for Preferred Stock. Pursuant to Rule 16a-1(a)(4) of the Exchange Act, Periscope disclaims such beneficial ownership, except to the extent of its pecuniary interest. |
| 2. Periscope is the investment manager or trading advisor of each of: (i) Nautilus Master Fund, L.P. ("Nautilus MF"), which is the direct beneficial owner of 1,500 shares of Common Stock, 187,000 shares of Preferred Stock and 62,000 Warrants; (ii) a portion of the portfolio of New Holland Tactical Alpha Fund LP ("NH TAF"), which is the direct beneficial owner of 62,000 Warrants; (iii) Periscope Fund LP ("PF LP"), which is the direct beneficial owner of 1,500 Warrants; (iv) Periscope SPAC Warrant Opportunity Fund LP ("Periscope SPAC WOF"), which is the direct beneficial owner of 226,400 Warrants; and (v) Periscope Target Return Fund LP ("Periscope TRF" and, together with Nautilus MF, NH TAF, PF LP and Periscope SPAC WOF, the "Funds"), which is the direct beneficial owner of 52,300 Warrants. Periscope, although it directs the voting and disposition of the Common Stock, Preferred Stock and Warrants held by the Funds, only receives an asset-based fee relating to such securities. |
| 3. Pursuant to the Prospectus of the Issuer dated as of October 26, 2023 (the "Prospectus"), each share of Preferred Stock (i) was originally exercisable at a price of $10.00, which exercise price was adjusted to $2.00 as confirmed by the Issuer to Periscope on September 27, 2024, subject to further adjustment as specified in the Prospectus, at a ratio determined by dividing $10.00 by the then-current exercise price (i.e., five shares of Common Stock for each share of Preferred Stock as of the date of this filing) and (ii) is convertible at any time at the holder's election, subject to expiration on the terms described in the Prospectus. |
| 4. Pursuant to the Prospectus, each Warrant (i) is exercisable into one share of Preferred Stock (which Preferred Stock is exercisable into shares of Common Stock as described in Note (3) above) at a price of $11.50, subject to adjustment as specified therein and (ii) is convertible at any time at the holder's election, subject to expiration on the terms described in the Prospectus. |
| 5. On March 21, 2024, Nautilus MF sold 35,300 Warrants, NH TAF sold 34,500 Warrants, Periscope SPAC WOF sold 126,100 Warrants and Periscope TRF sold 29,100 Warrants. |
| Periscope Capital Inc., By: /s/ Lisa Shostack, General Counsel | 10/23/2024 | |
| Periscope SPAC Warrant Opportunity Fund LP, By: Periscope Capital Inc., its investment advisor, By: /s/ Lisa Shostack, General Counsel | 10/23/2024 | |
| ** 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. | ||