Sec Form 13G Filing - CFI Sponsor LLC filing for LiveVox Holdings Inc. (LVOX) - 2024-02-12

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)

LIVEVOX HOLDINGS, INC. (f/k/a Crescent Acquisition Corp)

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Titles of Class of Securities)

53838L100

(CUSIP Number)

December 31, 2023

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

The information required in 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).

The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant.

This Amendment No. 2 (“Amendment No. 2”) amends the Schedule 13G filed with the Securities and Exchange Commission (the “SEC”) on February 14, 2022 (the “Original Schedule 13G” and, together with Amendment No. 1, filed with the SEC on February 13, 2023, the “Schedule 13G”) relating to the Class A common stock, par value $0.0001 per share (the “Common Stock”), of LiveVox Holdings, Inc., a Delaware corporation (the “Issuer”). Except as set forth herein, the Schedule 13G is unmodified and remains in full force and effect. Each capitalized term used but not defined herein has the meaning ascribed to such term in the Schedule 13G and that certain Agreement and Plan of Merger, dated as of October 3, 2023, among inContact, Inc., a Delaware corporation (“Parent”), Laser Bridge Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent, and NICE Ltd., a company organized under the laws of the State of Israel, previously reported on Form 8-K of the issuer filed with the SEC on October 4, 2023.

Item 5. Interest in Securities of the Issuer.

For purposes of reporting on this Schedule 13G and complying with the reporting requirements under Section 13 of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, the Reporting Person does not beneficially own any securities of the Issuer. At the Effective Time and pursuant to the Merger Agreement, (i) the Reporting Person disposed of 762,500 shares of Common Stock for consideration of $3.74 per share, and (ii) the Company took the position that an additional 2,487,500 shares of Common Stock owned by the Reporting Person (which constitute a substantial majority of the Lock-Up Shares under the Merger Agreement) and held in escrow at the Effective Time were canceled for no consideration. The Reporting Person disagrees with such position, and filing of this Amendment No. 2 shall not be deemed as an admission to the contrary.

After giving effect to the transactions contemplated by the Merger Agreement, on December 22, 2023, the Reporting Person ceased to be the beneficial owner of more than five percent of the Common Stock. The filing of this 13G represents an exit filing for the Reporting Person.

The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant.

This Amendment No. 2 (“Amendment No. 2”) amends the Schedule 13G filed with the Securities and Exchange Commission (the “SEC”) on February 14, 2022 (the “Original Schedule 13G” and, together with Amendment No. 1, filed with the SEC on February 13, 2023, the “Schedule 13G”) relating to the Class A common stock, par value $0.0001 per share (the “Common Stock”), of LiveVox Holdings, Inc., a Delaware corporation (the “Issuer”). Except as set forth herein, the Schedule 13G is unmodified and remains in full force and effect. Each capitalized term used but not defined herein has the meaning ascribed to such term in the Schedule 13G and that certain Agreement and Plan of Merger, dated as of October 3, 2023, among inContact, Inc., a Delaware corporation (“Parent”), Laser Bridge Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent, and NICE Ltd., a company organized under the laws of the State of Israel, previously reported on Form 8-K of the issuer filed with the SEC on October 4, 2023.

Item 5. Interest in Securities of the Issuer.

For purposes of reporting on this Schedule 13G and complying with the reporting requirements under Section 13 of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, the Reporting Person does not beneficially own any securities of the Issuer. At the Effective Time and pursuant to the Merger Agreement, (i) the Reporting Person disposed of 762,500 shares of Common Stock for consideration of $3.74 per share, and (ii) the Company took the position that an additional 2,487,500 shares of Common Stock owned by the Reporting Person (which constitute a substantial majority of the Lock-Up Shares under the Merger Agreement) and held in escrow at the Effective Time were canceled for no consideration. The Reporting Person disagrees with such position, and filing of this Amendment No. 2 shall not be deemed as an admission to the contrary.

After giving effect to the transactions contemplated by the Merger Agreement, on December 22, 2023, the Reporting Person ceased to be the beneficial owner of more than five percent of the Common Stock. The filing of this 13G represents an exit filing for the Reporting Person.

The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant.

This Amendment No. 2 (“Amendment No. 2”) amends the Schedule 13G filed with the Securities and Exchange Commission (the “SEC”) on February 14, 2022 (the “Original Schedule 13G” and, together with Amendment No. 1, filed with the SEC on February 13, 2023, the “Schedule 13G”) relating to the Class A common stock, par value $0.0001 per share (the “Common Stock”), of LiveVox Holdings, Inc., a Delaware corporation (the “Issuer”). Except as set forth herein, the Schedule 13G is unmodified and remains in full force and effect. Each capitalized term used but not defined herein has the meaning ascribed to such term in the Schedule 13G and that certain Agreement and Plan of Merger, dated as of October 3, 2023, among inContact, Inc., a Delaware corporation (“Parent”), Laser Bridge Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent, and NICE Ltd., a company organized under the laws of the State of Israel, previously reported on Form 8-K of the issuer filed with the SEC on October 4, 2023.

Item 5. Interest in Securities of the Issuer.

For purposes of reporting on this Schedule 13G and complying with the reporting requirements under Section 13 of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, the Reporting Person does not beneficially own any securities of the Issuer. At the Effective Time and pursuant to the Merger Agreement, (i) the Reporting Person disposed of 762,500 shares of Common Stock for consideration of $3.74 per share, and (ii) the Company took the position that an additional 2,487,500 shares of Common Stock owned by the Reporting Person (which constitute a substantial majority of the Lock-Up Shares under the Merger Agreement) and held in escrow at the Effective Time were canceled for no consideration. The Reporting Person disagrees with such position, and filing of this Amendment No. 2 shall not be deemed as an admission to the contrary.

After giving effect to the transactions contemplated by the Merger Agreement, on December 22, 2023, the Reporting Person ceased to be the beneficial owner of more than five percent of the Common Stock. The filing of this 13G represents an exit filing for the Reporting Person.

The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant.

This Amendment No. 2 (“Amendment No. 2”) amends the Schedule 13G filed with the Securities and Exchange Commission (the “SEC”) on February 14, 2022 (the “Original Schedule 13G” and, together with Amendment No. 1, filed with the SEC on February 13, 2023, the “Schedule 13G”) relating to the Class A common stock, par value $0.0001 per share (the “Common Stock”), of LiveVox Holdings, Inc., a Delaware corporation (the “Issuer”). Except as set forth herein, the Schedule 13G is unmodified and remains in full force and effect. Each capitalized term used but not defined herein has the meaning ascribed to such term in the Schedule 13G and that certain Agreement and Plan of Merger, dated as of October 3, 2023, among inContact, Inc., a Delaware corporation (“Parent”), Laser Bridge Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent, and NICE Ltd., a company organized under the laws of the State of Israel, previously reported on Form 8-K of the issuer filed with the SEC on October 4, 2023.

Item 5. Interest in Securities of the Issuer.

For purposes of reporting on this Schedule 13G and complying with the reporting requirements under Section 13 of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, the Reporting Person does not beneficially own any securities of the Issuer. At the Effective Time and pursuant to the Merger Agreement, (i) the Reporting Person disposed of 762,500 shares of Common Stock for consideration of $3.74 per share, and (ii) the Company took the position that an additional 2,487,500 shares of Common Stock owned by the Reporting Person (which constitute a substantial majority of the Lock-Up Shares under the Merger Agreement) and held in escrow at the Effective Time were canceled for no consideration. The Reporting Person disagrees with such position, and filing of this Amendment No. 2 shall not be deemed as an admission to the contrary.

After giving effect to the transactions contemplated by the Merger Agreement, on December 22, 2023, the Reporting Person ceased to be the beneficial owner of more than five percent of the Common Stock. The filing of this 13G represents an exit filing for the Reporting Person.

The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant.

This Amendment No. 2 (“Amendment No. 2”) amends the Schedule 13G filed with the Securities and Exchange Commission (the “SEC”) on February 14, 2022 (the “Original Schedule 13G” and, together with Amendment No. 1, filed with the SEC on February 13, 2023, the “Schedule 13G”) relating to the Class A common stock, par value $0.0001 per share (the “Common Stock”), of LiveVox Holdings, Inc., a Delaware corporation (the “Issuer”). Except as set forth herein, the Schedule 13G is unmodified and remains in full force and effect. Each capitalized term used but not defined herein has the meaning ascribed to such term in the Schedule 13G and that certain Agreement and Plan of Merger, dated as of October 3, 2023, among inContact, Inc., a Delaware corporation (“Parent”), Laser Bridge Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent, and NICE Ltd., a company organized under the laws of the State of Israel, previously reported on Form 8-K of the issuer filed with the SEC on October 4, 2023.

Item 5. Interest in Securities of the Issuer.

For purposes of reporting on this Schedule 13G and complying with the reporting requirements under Section 13 of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, the Reporting Person does not beneficially own any securities of the Issuer. At the Effective Time and pursuant to the Merger Agreement, (i) the Reporting Person disposed of 762,500 shares of Common Stock for consideration of $3.74 per share, and (ii) the Company took the position that an additional 2,487,500 shares of Common Stock owned by the Reporting Person (which constitute a substantial majority of the Lock-Up Shares under the Merger Agreement) and held in escrow at the Effective Time were canceled for no consideration. The Reporting Person disagrees with such position, and filing of this Amendment No. 2 shall not be deemed as an admission to the contrary.

After giving effect to the transactions contemplated by the Merger Agreement, on December 22, 2023, the Reporting Person ceased to be the beneficial owner of more than five percent of the Common Stock. The filing of this 13G represents an exit filing for the Reporting Person.

The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant.

This Amendment No. 2 (“Amendment No. 2”) amends the Schedule 13G filed with the Securities and Exchange Commission (the “SEC”) on February 14, 2022 (the “Original Schedule 13G” and, together with Amendment No. 1, filed with the SEC on February 13, 2023, the “Schedule 13G”) relating to the Class A common stock, par value $0.0001 per share (the “Common Stock”), of LiveVox Holdings, Inc., a Delaware corporation (the “Issuer”). Except as set forth herein, the Schedule 13G is unmodified and remains in full force and effect. Each capitalized term used but not defined herein has the meaning ascribed to such term in the Schedule 13G and that certain Agreement and Plan of Merger, dated as of October 3, 2023, among inContact, Inc., a Delaware corporation (“Parent”), Laser Bridge Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent, and NICE Ltd., a company organized under the laws of the State of Israel, previously reported on Form 8-K of the issuer filed with the SEC on October 4, 2023.

Item 5. Interest in Securities of the Issuer.

For purposes of reporting on this Schedule 13G and complying with the reporting requirements under Section 13 of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, the Reporting Person does not beneficially own any securities of the Issuer. At the Effective Time and pursuant to the Merger Agreement, (i) the Reporting Person disposed of 762,500 shares of Common Stock for consideration of $3.74 per share, and (ii) the Company took the position that an additional 2,487,500 shares of Common Stock owned by the Reporting Person (which constitute a substantial majority of the Lock-Up Shares under the Merger Agreement) and held in escrow at the Effective Time were canceled for no consideration. The Reporting Person disagrees with such position, and filing of this Amendment No. 2 shall not be deemed as an admission to the contrary.

After giving effect to the transactions contemplated by the Merger Agreement, on December 22, 2023, the Reporting Person ceased to be the beneficial owner of more than five percent of the Common Stock. The filing of this 13G represents an exit filing for the Reporting Person.

The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant.

This Amendment No. 2 (“Amendment No. 2”) amends the Schedule 13G filed with the Securities and Exchange Commission (the “SEC”) on February 14, 2022 (the “Original Schedule 13G” and, together with Amendment No. 1, filed with the SEC on February 13, 2023, the “Schedule 13G”) relating to the Class A common stock, par value $0.0001 per share (the “Common Stock”), of LiveVox Holdings, Inc., a Delaware corporation (the “Issuer”). Except as set forth herein, the Schedule 13G is unmodified and remains in full force and effect. Each capitalized term used but not defined herein has the meaning ascribed to such term in the Schedule 13G and that certain Agreement and Plan of Merger, dated as of October 3, 2023, among inContact, Inc., a Delaware corporation (“Parent”), Laser Bridge Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent, and NICE Ltd., a company organized under the laws of the State of Israel, previously reported on Form 8-K of the issuer filed with the SEC on October 4, 2023.

Item 5. Interest in Securities of the Issuer.

For purposes of reporting on this Schedule 13G and complying with the reporting requirements under Section 13 of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, the Reporting Person does not beneficially own any securities of the Issuer. At the Effective Time and pursuant to the Merger Agreement, (i) the Reporting Person disposed of 762,500 shares of Common Stock for consideration of $3.74 per share, and (ii) the Company took the position that an additional 2,487,500 shares of Common Stock owned by the Reporting Person (which constitute a substantial majority of the Lock-Up Shares under the Merger Agreement) and held in escrow at the Effective Time were canceled for no consideration. The Reporting Person disagrees with such position, and filing of this Amendment No. 2 shall not be deemed as an admission to the contrary.

After giving effect to the transactions contemplated by the Merger Agreement, on December 22, 2023, the Reporting Person ceased to be the beneficial owner of more than five percent of the Common Stock. The filing of this 13G represents an exit filing for the Reporting Person.

The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant.

This Amendment No. 2 (“Amendment No. 2”) amends the Schedule 13G filed with the Securities and Exchange Commission (the “SEC”) on February 14, 2022 (the “Original Schedule 13G” and, together with Amendment No. 1, filed with the SEC on February 13, 2023, the “Schedule 13G”) relating to the Class A common stock, par value $0.0001 per share (the “Common Stock”), of LiveVox Holdings, Inc., a Delaware corporation (the “Issuer”). Except as set forth herein, the Schedule 13G is unmodified and remains in full force and effect. Each capitalized term used but not defined herein has the meaning ascribed to such term in the Schedule 13G and that certain Agreement and Plan of Merger, dated as of October 3, 2023, among inContact, Inc., a Delaware corporation (“Parent”), Laser Bridge Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent, and NICE Ltd., a company organized under the laws of the State of Israel, previously reported on Form 8-K of the issuer filed with the SEC on October 4, 2023.

Item 5. Interest in Securities of the Issuer.

For purposes of reporting on this Schedule 13G and complying with the reporting requirements under Section 13 of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, the Reporting Person does not beneficially own any securities of the Issuer. At the Effective Time and pursuant to the Merger Agreement, (i) the Reporting Person disposed of 762,500 shares of Common Stock for consideration of $3.74 per share, and (ii) the Company took the position that an additional 2,487,500 shares of Common Stock owned by the Reporting Person (which constitute a substantial majority of the Lock-Up Shares under the Merger Agreement) and held in escrow at the Effective Time were canceled for no consideration. The Reporting Person disagrees with such position, and filing of this Amendment No. 2 shall not be deemed as an admission to the contrary.

After giving effect to the transactions contemplated by the Merger Agreement, on December 22, 2023, the Reporting Person ceased to be the beneficial owner of more than five percent of the Common Stock. The filing of this 13G represents an exit filing for the Reporting Person.

Item 1(a). Name of Issuer:

LiveVox Holdings, Inc. (f/k/a Crescent Acquisition Corp.)

Item 1(b). Address of Issuer’s Principal Executive Offices:

655 Montgomery Street, Suite 1000, San Francisco, CA 94111

Item 2(a). Name of Person Filing:

This statement is being filed jointly pursuant to §240.13d-1(k)(1) on behalf of each of the following persons (collectively, the Reporting Persons”):

Item 2(b). Address of Principal Business Office or, if none, Residence:

The principal business address of each of the Reporting Persons is as follows:

11100 Santa Monica Blvd., Suite 2000, Los Angeles, CA 90025

Item 2(c). Citizenship:

See responses to Item 4 on each cover page.

Item 2(d). Titles of Classes of Securities:

Class A Common Stock, par value $0.0001 per share

Item 2(e). CUSIP Number:

The Class A Common Stock CUSIP Number is 53838L100.

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:

If filing as a non-U.S. institution in accordance with §240. 13d-1(b)(1)(ii)(J), please specify the type of institution:       .

Item 4. Ownership.

(a) Amount beneficially owned:

See responses to Item 9 on each cover page.

(b) Percent of class:

See responses to Item 11 on each cover page.

(c) Number of shares as to which such person has:

(i) Sole power to vote or to direct the vote:

See responses to Item 5 on each cover page.

(ii) Shared power to vote or to direct the vote:

See responses to Item 6 on each cover page.

(iii) Sole power to dispose or to direct the disposition of:

See responses to Item 7 on each cover page.

(iv) Shared power to dispose or to direct the disposition of:

See responses to Item 8 on each cover page.

Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.

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.

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.

Not Applicable.

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.

Exhibit Index