Statement of Changes in Beneficial Ownership (4)
September 15 2020 - 4:36PM
Edgar (US Regulatory)
FORM 4
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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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
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HARVEY ROBERT BURTON |
2. Issuer Name and Ticker or Trading Symbol
i3 Verticals, Inc.
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IIIV
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
40 BURTON HILLS BLVD., SUITE 415 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
9/15/2020 |
(Street)
NASHVILLE, TN 37215
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class B common stock, par value $0.0001 per share | 9/15/2020 | | D(1) | | 74692 | D | (1) | 303821 | I | By CCSD II, L.P. (2) |
Class B common stock, par value $0.0001 per share | 9/15/2020 | | D(1) | | 51140 | D | (1) | 208023 | I | By Claritas Capital Specialty Debt Fund, LP (3) |
Class B common stock, par value $0.0001 per share | 9/15/2020 | | D(1) | | 9188 | D | (1) | 37374 | I | By CF i3 Corporation (4) |
Class B common stock, par value $0.0001 per share | | | | | | | | 11716 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
Common Units | (5) | 9/15/2020 | | D (6) | | | 74692 | (5) | (5) | Class A common stock, par value $0.0001 per share | 74692 | $22.33 | 303821 (5) | I | By CCSD II, L.P. (7) |
Common Units | (5) | 9/15/2020 | | D (6) | | | 51140 | (5) | (5) | Class A common stock, par value $0.0001 per share | 51140 | $22.33 | 208023 (5) | I | By Claritas Capital Specialty Debt Fund, LP (8) |
Common Units | (5) | 9/15/2020 | | D (6) | | | 9188 | (5) | (5) | Class A common stock, par value $0.0001 per share | 9188 | $22.33 | 37374 (5) | I | By CF i3 Corporation (9) |
Common Units | (5) | | | | | | | (5) | (5) | Class A common stock, par value $0.0001 per share | 11716 | | 11716 | D | |
Explanation of Responses: |
(1) | Pursuant to the Amended and Restated Certificate of Incorporation of i3 Verticals, Inc. (the "Issuer"), the shares of the Issuer's Class B common stock, par value $0.0001 per share ("Class B Common Stock") are cancelled for no consideration on a one-to-one basis upon redemption of common units in i3 Verticals, LLC (the "Common Units") for shares of Class A common stock, par value $0.0001 per share ("Class A Common Stock") of the Issuer. |
(2) | Represents shares of Class B Common Stock held by CCSD II, L.P. ("CCSD"), of which the Reporting Person serves as a voting member of the investment committee. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein. |
(3) | Represents shares of Class B Common Stock held by Claritas Capital Specialty Debt Fund, L.P. ("Claritas"), of which the Reporting Person serves as a voting member of the investment committee. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein. |
(4) | Represents shares of Class B Common Stock held by CF i3 Corporation ("CF"), of which the Reporting Person serves as an officer. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein. |
(5) | The Common Units may be redeemed by the holder at any time for an equal number of shares of Class A Common Stock or, at the election of i3 Verticals, LLC, cash equal to the volume-weighted average market price of such shares. Upon the redemption of a Common Unit for Class A Common Stock, any corresponding share of Class B Common Stock will be cancelled. The Common Units have no expiration date. |
(6) | Represents the sale of Common Units to the Issuer pursuant to the Common Unit Purchase Agreement entered into in connection with the Issuer's offering of Class A common stock which closed on September 15, 2020, pursuant to the Limited Liability Company Agreement of i3 Verticals, LLC and in accordance with the Registration Rights Agreement among the Issuer and the signatories thereto. |
(7) | Represents Common Units held by CCSD. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein. |
(8) | Represents Common Units held by Claritas. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein. |
(9) | Represents Common Units held by CF. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
HARVEY ROBERT BURTON 40 BURTON HILLS BLVD. SUITE 415 NASHVILLE, TN 37215 | X |
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Signatures
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/s/ Paul Maple, Attorney-in-Fact for Robert Burton Harvey | | 9/15/2020 |
**Signature of Reporting Person | Date |
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