Amended Statement of Beneficial Ownership (sc 13d/a)
July 06 2017 - 4:18PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 2)*
CARDCONNECT
CORP.
(Name
of Issuer)
Common
Stock, par value $0.001 per share
(Title
of Class of Securities)
US14141X1081
(CUSIP
Number)
FTV
Capital
555
California Street, Suite 2850
San Francisco, California 94190
(415) 229-3000
With
a copy to:
Robert
M. Hayward, P.C.
Kirkland
& Ellis LLP
300
North LaSalle St.
Chicago,
IL 60654
(312)
862-2133
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
July
6, 2017
(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
§ 240.13d-7(b) 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).
SCHEDULE
13D
(1)
|
Names
of reporting persons
FTVentures
III, L.P.
|
(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 Items 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
0
|
(9)
|
Sole
dispositive power
0
|
(10)
|
Shared
dispositive power
0
|
(11)
|
Aggregate
amount beneficially owned by each reporting person
0
|
(12)
|
Check
if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐
|
(13)
|
Percent
of class represented by amount in Row (11)
0.0%
|
(14)
|
Type
of reporting person (see instructions)
PN
|
|
|
|
|
SCHEDULE
13D
(1)
|
Names
of reporting persons
FTVentures
III-N, L.P.
|
(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 Items 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
0
|
(9)
|
Sole
dispositive power
0
|
(10)
|
Shared
dispositive power
0
|
(11)
|
Aggregate
amount beneficially owned by each reporting person
0
|
(12)
|
Check
if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐
|
(13)
|
Percent
of class represented by amount in Row (11)
0.0%
|
(14)
|
Type
of reporting person (see instructions)
PN
|
|
|
|
|
SCHEDULE
13D
(1)
|
Names
of reporting persons
FTVentures
III-T, L.P.
|
(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 Items 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
0
|
(9)
|
Sole
dispositive power
0
|
(10)
|
Shared
dispositive power
0
|
(11)
|
Aggregate
amount beneficially owned by each reporting person
0
|
(12)
|
Check
if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐
|
(13)
|
Percent
of class represented by amount in Row (11)
0.0%
|
(14)
|
Type
of reporting person (see instructions)
PN
|
|
|
|
|
SCHEDULE
13D
(1)
|
Names
of reporting persons
FTVentures
Management III, L.L.C.
|
(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)
Not
applicable.
|
(5)
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 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
0
|
(9)
|
Sole
dispositive power
0
|
(10)
|
Shared
dispositive power
0
|
(11)
|
Aggregate
amount beneficially owned by each reporting person
0
|
(12)
|
Check
if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐
|
(13)
|
Percent
of class represented by amount in Row (11)
0.0%
|
(14)
|
Type
of reporting person (see instructions)
OO
|
|
|
|
|
SCHEDULE
13D
(1)
|
Names
of reporting persons
Richard
N. Garman
|
(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)
Not
applicable.
|
(5)
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
(6)
|
Citizenship
or place of organization
United
States of America
|
Number
of
shares
beneficially
owned
by
each
reporting
person
with:
|
(7)
|
Sole
voting power
0
|
(8)
|
Shared
voting power
0
|
(9)
|
Sole
dispositive power
0
|
(10)
|
Shared
dispositive power
0
|
(11)
|
Aggregate
amount beneficially owned by each reporting person
0
|
(12)
|
Check
if the aggregate amount in Row (9) excludes certain shares (see instructions) ☐
|
(13)
|
Percent
of class represented by amount in Row (9)
0.0%
|
(14)
|
Type
of reporting person (see instructions)
IN
|
|
|
|
|
SCHEDULE
13D
(1)
|
Names
of reporting persons
Brad
E. Bernstein
|
(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)
Not
applicable.
|
(5)
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
(6)
|
Citizenship
or place of organization
United
States of America
|
Number
of
shares
beneficially
owned
by
each
reporting
person
with:
|
(7)
|
Sole
voting power
0
|
(8)
|
Shared
voting power
0
|
(9)
|
Sole
dispositive power
0
|
(10)
|
Shared
dispositive power
0
|
(11)
|
Aggregate
amount beneficially owned by each reporting person
0
|
(12)
|
Check
if the aggregate amount in Row (9) excludes certain shares (see instructions) ☐
|
(13)
|
Percent
of class represented by amount in Row (9)
0.0%
|
(14)
|
Type
of reporting person (see instructions)
IN
|
|
|
|
|
SCHEDULE
13D
(1)
|
Names
of reporting persons
David
A. Haynes
|
(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)
Not
applicable.
|
(5)
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
(6)
|
Citizenship
or place of organization
United
States of America
|
Number
of
shares
beneficially
owned
by
each
reporting
person
with:
|
(7)
|
Sole
voting power
0
|
(8)
|
Shared
voting power
0
|
(9)
|
Sole
dispositive power
0
|
(10)
|
Shared
dispositive power
0
|
(11)
|
Aggregate
amount beneficially owned by each reporting person
0
|
(12)
|
Check
if the aggregate amount in Row (9) excludes certain shares (see instructions) ☐
|
(13)
|
Percent
of class represented by amount in Row (9)
0.0%
|
(14)
|
Type
of reporting person (see instructions)
IN
|
|
|
|
|
SCHEDULE
13D
(1)
|
Names
of reporting persons
Christopher
H. Winship
|
(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)
Not
applicable.
|
(5)
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
(6)
|
Citizenship
or place of organization
United
States of America
|
Number
of
shares
beneficially
owned
by
each
reporting
person
with:
|
(7)
|
Sole
voting power
0
|
(8)
|
Shared
voting power
0
|
(9)
|
Sole
dispositive power
0
|
(10)
|
Shared
dispositive power
0
|
(11)
|
Aggregate
amount beneficially owned by each reporting person
0
|
(12)
|
Check
if the aggregate amount in Row (9) excludes certain shares (see instructions) ☐
|
(13)
|
Percent
of class represented by amount in Row (9)
0.0%
|
(14)
|
Type
of reporting person (see instructions)
IN
|
|
|
|
|
SCHEDULE
13D
(1)
|
Names
of reporting persons
James
C. Hale
|
(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)
Not
applicable.
|
(5)
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
(6)
|
Citizenship
or place of organization
United
States of America
|
Number
of
shares
beneficially
owned
by
each
reporting
person
with:
|
(7)
|
Sole
voting power
0
|
(8)
|
Shared
voting power
0
|
(9)
|
Sole
dispositive power
0
|
(10)
|
Shared
dispositive power
0
|
(11)
|
Aggregate
amount beneficially owned by each reporting person
0
|
(12)
|
Check
if the aggregate amount in Row (9) excludes certain shares (see instructions) ☐
|
(13)
|
Percent
of class represented by amount in Row (9)
0.0%
|
(14)
|
Type
of reporting person (see instructions)
IN
|
|
|
|
|
SCHEDULE
13D
(1)
|
Names
of reporting persons
Robert
A. Huret
|
(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)
Not
applicable.
|
(5)
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
(6)
|
Citizenship
or place of organization
United
States of America
|
Number
of
shares
beneficially
owned
by
each
reporting
person
with:
|
(7)
|
Sole
voting power
0
|
(8)
|
Shared
voting power
0
|
(9)
|
Sole
dispositive power
0
|
(10)
|
Shared
dispositive power
0
|
(11)
|
Aggregate
amount beneficially owned by each reporting person
0
|
(12)
|
Check
if the aggregate amount in Row (9) excludes certain shares (see instructions) ☐
|
(13)
|
Percent
of class represented by amount in Row (9)
0.0%
|
(14)
|
Type
of reporting person (see instructions)
IN
|
|
|
|
|
Item
1.
|
Security
and Issuer.
|
This
Amendment No. 2 to Schedule 13D (“Amendment No. 2”) supplements the Schedule 13D filed on August 8, 2016 (the “Original
Schedule 13D”) as amended on June 1, 2017 (“Amendment No. 1), and relates to the common stock, par value $0.001 per
share (“Shares”), of CardConnect Corp., a Delaware corporation (the “Issuer”). The address of the principal
executive office of the Issuer is 1000 Continental Drive, Suite 300, King of Prussia, Pennsylvania 19406. This Amendment No. 2
is being filed solely to supplement Item 2, Item 4 and Item 5 of the Original Schedule 13D, as amended by Amendment
No. 1 as set forth below. Capitalized terms used herein and not otherwise defined in this Amendment No. 2 have the meanings set
forth in the Original Schedule 13D, as amended.
The
supplemental information provided in this Amendment No. 2 relates only to the Reporting Persons identified in Item 2 of this Amendment
No. 2 and does not otherwise relate to any “reporting persons” identified in the Original Schedule 13D.
Item
2.
|
Identity
and Background.
|
This
Amendment No. 2 is filed by the following persons and entities:
|
●
|
FTVentures
III, L.P., a Delaware limited partnership (“
FTV III
”), by virtue of its direct beneficial ownership of
Shares;
|
|
|
|
|
●
|
FTVentures
III-N, L.P., a Delaware limited partnership (“
FTV III-N
”), by virtue of its direct beneficial ownership
of Shares;
|
|
|
|
|
●
|
FTVentures
III-T, L.P., a Delaware limited partnership (“
FTV III-T
” and together with FTV III and FTV III-N, the “
FTV
Entities
“), by virtue of its direct beneficial ownership of Shares;
|
|
|
|
|
●
|
FTVentures
Management III, L.L.C., a Delaware limited liability company (“
FTVentures
”), by virtue of it being the
general partner of the FTV Entities; and
|
|
|
|
|
●
|
Richard
N. Garman, Brad E. Bernstein, David A. Haynes, Christopher H. Winship, James C. Hale and Robert A. Huret, as the managing
members of FTVentures (the “
Managing Members
”), who acting by a majority vote of the group, share voting
and dispositive power over the limited liability company interest in the FTV Entities held directly by FTVentures and therefore
share an indirect beneficial interest in the Shares held directly by the FTV Entities.
|
Each
of the persons and entities set forth above are sometimes referred to herein individually as a “
Reporting Person
”
and collectively as the “
Reporting Persons
.” The Managing Members disclaim beneficial ownership of any Shares
held by the FTV Entities and FTVentures except to the extent of their pecuniary interest therein.
The
Reporting Persons may be deemed to constitute a “group” for purposes of Section 13(d)(3) of the Exchange Act. The
Reporting Persons expressly disclaim that they have agreed to act as a group other than as described in this statement. Each Reporting
Person disclaims beneficial ownership of the Shares held by each other Reporting Person except to the extent of his, her or its
pecuniary interest therein. Information with respect to each of the Reporting Persons is given solely by such Reporting Person,
and no Reporting Person assumes responsibility for the accuracy or completeness of information by another Reporting Person.
The
address of the principal business and principal office of each of the Reporting Persons is 555 California Street, Suite 2850,
San Francisco, California 94190. The principal occupation of each of the Managing Members is serving as a principal and member
of FTVentures. The principal business of each of the FTV Entities and FTVentures is to make investments in common stock and other
interests in business organizations, domestic or foreign, with the principal objective of appreciation of capital invested. Each
of the Managing Members is a citizen of the United States. Set forth in
Annex A
attached hereto is a listing of the directors,
executive officers, members, general partners and controlling persons, as applicable, of each of the FTV Entities and FTVentures.
Annex A
is incorporated herein by reference.
During
the last five years, none of the Reporting Persons has (i) been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or (ii) been a 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.
Item
4.
|
Purpose
of Transaction.
|
Item
4 of the Amendment No. 1 is hereby supplemented by adding the following:
Pursuant
to the terms of the support agreement previously disclosed, the FTV Entities tendered all of their shares of common stock in connection
with the merger and acquisition of the Issuer. All shares of common stock validly tendered and not withdrawn were accepted for
payment, including those shares tendered by the FTV Entities. On July 6, 2017, payment in consideration for the validly tendered
common stock was made to the Reporting Persons by First Data Corporation, a Delaware corporation. As a result, the Reporting Persons
no longer beneficially own any common stock.
Item
5.
|
Interest
in Securities of the Issuer
|
Item
5 of the Amendment No. 1 is hereby amended and restated in its entirety as follows:
|
(a)
- (b) As described in Item 4 above, the Reporting Persons ceased to beneficially own any common stock as of July 6, 2017.
|
|
|
|
(c)
Except as described in Item 4 above, the Reporting Persons have not effected any transactions in shares of Common Stock within
the past 60 days.
|
|
|
|
(d)
Not applicable.
|
|
(e)
July 6, 2017, as described in Item 4 above.
|
SIGNATURES
After
reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Dated:
July 6, 2017
|
By:
|
/s/
Richard N. Garman
|
|
Name:
|
Richard
N. Garman
|
|
|
|
|
By:
|
/s/
Brad E. Bernstein
|
|
Name:
|
Brad
E. Bernstein
|
|
By:
|
/s/
David A. Haynes
|
|
Name:
|
David
A/ Haynes
|
|
Name:
|
Chris
H. Winship
|
|
By:
|
/s/
Chris H. Winship
|
|
|
|
|
Name:
|
James
C. Hale
|
|
By:
|
/s/
James C. Hale
|
|
|
|
|
Name:
|
Robert
A. Huret
|
|
By:
|
/s/
Robert A. Huret
|
[CardConnect
Corp. – Schedule 13D]
|
FTVENTURES
III, L.P.
|
|
|
|
|
By:
|
FTVentures
Management III, L.L.C.
|
|
Its:
|
General
Partner
|
|
|
|
|
By:
|
/s/
David A. Haynes
|
|
Name:
|
David
A. Haynes
|
|
Its:
|
Managing
Member
|
|
|
|
FTVENTURES
III-N, L.P.
|
|
|
|
|
By:
|
FTVentures
Management III, L.L.C.
|
|
Its:
|
General
Partner
|
|
|
|
|
By:
|
/s/
David A. Haynes
|
|
Name:
|
David
A. Haynes
|
|
Its:
|
Managing
Member
|
|
|
|
FTVENTURES
III-T, L.P.
|
|
|
|
|
By:
|
FTVentures
Management III, L.L.C.
|
|
Its:
|
General
Partner
|
|
|
|
|
By:
|
/s/
David A. Haynes
|
|
Name:
|
David
A. Haynes
|
|
Its:
|
Managing
Member
|
|
|
|
FTVentures
Management III, L.L.C.
|
|
|
|
|
By:
|
/s/
David A. Haynes
|
|
Name:
|
David
A. Haynes
|
|
Its:
|
Managing
Member
|
[CardConnect
Corp. – Schedule 13D]
ANNEX
A
FTVentures
III, L.P.
There
are no executive officers or directors appointed at FTVentures III, L.P. The general partner of FTVentures III, L.P. is FTVentures
Management III, L.L.C. The name of each of the members of FTVentures Management III, L.L.C. is set forth below.
FTVentures
III-N, L.P.
There
are no executive officers or directors appointed at FTVentures III-N, L.P. The general partner of FTVentures III-N, L.P. is FTVentures
Management III, L.L.C. The name of each of the members of FTVentures Management III, L.L.C. is set forth below.
FTVentures
III-T, L.P.
There
are no executive officers or directors appointed at FTVentures III-T, L.P. The general partner of FTVentures III-T, L.P. is FTVentures
Management III, L.L.C. The name of each of the members of FTVentures Management III, L.L.C. is set forth below.
FTVentures
Management III, L.L.C.
There
are no executive officers or directors appointed at FTVentures Management III, L.L.C. The following table sets forth the names
and of the members of FTVentures Management III, L.L.C.
Name
|
|
Principal
Occupation
|
|
|
Richard
N. Garman
|
|
Senior
Managing Member of FTVentures Management III, L.L.C.
|
|
|
|
Brad
E. Bernstein
|
|
Managing
Member of FTVentures Management III, L.L.C.
|
|
|
|
James
C. Hale
|
|
Managing
Member of FTVentures Management III, L.L.C.
|
|
|
|
David
A. Haynes
|
|
Managing
Member of FTVentures Management III, L.L.C.
|
|
|
|
Robert
A. Huret
|
|
Managing
Member of FTVentures Management III, L.L.C.
|
|
|
|
Chris
H. Winship
|
|
Managing
Member of FTVentures Management III, L.L.C.
|
[CardConnect
Corp. – Schedule 13D]
CardConnect Corp. (NASDAQ:CCN)
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