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4//SEC Filing

JetPay Corp 4

Accession 0000899243-16-032235

CIK 0001507986operating
View on SEC.govCompany Profile

Filed

Oct 23, 8:00 PM ET

Accepted

Oct 24, 5:29 PM ET

Size

20.7 KB

Accession

0000899243-16-032235

Insider Transaction Report

Form 4
Period: 2014-04-14
JetPay CorpJTPY
FLEXPOINT MANAGEMENT II, L.P.
10% Owner
Transactions
  • Purchase

    Series A Preferred Stock

    2014-12-28$300.00/sh+33,333$9,999,900→ 91,333 total
    Exercise: $2.90→ Common Stock (3,448,241 underlying)
  • Purchase

    Series A Preferred Stock

    2014-04-14$300.00/sh+4,667$1,400,100→ 38,000 total
    Exercise: $2.90→ Common Stock (482,793 underlying)
  • Purchase

    Series A Preferred Stock

    2016-08-09$300.00/sh+8,333$2,499,900→ 99,666 total
    Exercise: $2.90→ Common Stock (862,034 underlying)
  • Purchase

    Series A Preferred Stock

    2014-11-07$300.00/sh+20,000$6,000,000→ 58,000 total
    Exercise: $2.90→ Common Stock (2,068,966 underlying)
FLEXPOINT ULTIMATE MANAGEMENT II, LLC
10% Owner
Transactions
  • Purchase

    Series A Preferred Stock

    2014-12-28$300.00/sh+33,333$9,999,900→ 91,333 total
    Exercise: $2.90→ Common Stock (3,448,241 underlying)
  • Purchase

    Series A Preferred Stock

    2014-11-07$300.00/sh+20,000$6,000,000→ 58,000 total
    Exercise: $2.90→ Common Stock (2,068,966 underlying)
  • Purchase

    Series A Preferred Stock

    2014-04-14$300.00/sh+4,667$1,400,100→ 38,000 total
    Exercise: $2.90→ Common Stock (482,793 underlying)
  • Purchase

    Series A Preferred Stock

    2016-08-09$300.00/sh+8,333$2,499,900→ 99,666 total
    Exercise: $2.90→ Common Stock (862,034 underlying)
FLEXPOINT FUND II, L.P.
10% Owner
Transactions
  • Purchase

    Series A Preferred Stock

    2014-12-28$300.00/sh+33,333$9,999,900→ 91,333 total
    Exercise: $2.90→ Common Stock (3,448,241 underlying)
  • Purchase

    Series A Preferred Stock

    2014-04-14$300.00/sh+4,667$1,400,100→ 38,000 total
    Exercise: $2.90→ Common Stock (482,793 underlying)
  • Purchase

    Series A Preferred Stock

    2016-08-09$300.00/sh+8,333$2,499,900→ 99,666 total
    Exercise: $2.90→ Common Stock (862,034 underlying)
  • Purchase

    Series A Preferred Stock

    2014-11-07$300.00/sh+20,000$6,000,000→ 58,000 total
    Exercise: $2.90→ Common Stock (2,068,966 underlying)
EDWARDS DONALD J
Director10% Owner
Transactions
  • Purchase

    Series A Preferred Stock

    2014-04-14$300.00/sh+4,667$1,400,100→ 38,000 total
    Exercise: $2.90→ Common Stock (482,793 underlying)
  • Purchase

    Series A Preferred Stock

    2014-11-07$300.00/sh+20,000$6,000,000→ 58,000 total
    Exercise: $2.90→ Common Stock (2,068,966 underlying)
  • Purchase

    Series A Preferred Stock

    2014-12-28$300.00/sh+33,333$9,999,900→ 91,333 total
    Exercise: $2.90→ Common Stock (3,448,241 underlying)
  • Purchase

    Series A Preferred Stock

    2016-08-09$300.00/sh+8,333$2,499,900→ 99,666 total
    Exercise: $2.90→ Common Stock (862,034 underlying)
Footnotes (5)
  • [F1]The Series A Preferred Stock is convertible into Common Stock. The Series A Preferred Stock is subject to the terms and conditions of that certain Securities Purchase Agreement, among JetPay Corporation and Flexpoint Fund II, L.P., dated as of August 22, 2013, as amended and restated by that certain Amended and Restated Securities Purchase Agreement, by and among JetPay Corporation, Flexpoint Fund II L.P. and Sundara Investment Partners, LLC, dated as of October [ ], 2016 (as amended and restated, the "Purchase Agreement") and that certain Certificate of Designation, as amended, governing the Series A Preferred Stock.
  • [F2]The holders of the Series A Preferred Stock may convert shares of Series A Preferred Stock at any time, in whole or in part, into a number of shares of Common Stock equal to the quotient determined by dividing (i) the original issue price of $300 per share of Series A Preferred Stock, by (ii) the conversion price, then in effect ("Conversion Price"). The initial Conversion Price was $3.00. If at any time after October 11, 2013, subject to certain exceptions, JetPay Corporation issues shares of Common Stock or securities convertible or exercisable into Common Stock below the then-applicable conversion price, the conversion price will be adjusted downward; additionally, pursuant to the Purchase Agreement, the Series A Preferred Stock is also subject to downward adjustment in the case of indemnification claims made by Flexpoint Fund II, L.P. against JetPay Corporation. The Conversion Price is also subject to customary anti-dilution adjustments.
  • [F3](Continued from Footnote 2) On August 6, 2015, the Conversion Price was adjusted to $2.90 due to an indemnification claim made by Flexpoint Fund II, L.P.
  • [F4]Based on the current Conversion Price of $2.90.
  • [F5]The Series A Preferred Stock is held directly by Flexpoint Fund II, L.P. The general partner of Flexpoint Fund II, L.P is Flexpoint Management II, L.P., of which the general partner is Flexpoint Ultimate Management II, LLC. The sole managing member of Flexpoint Ultimate Management II, LLC is Donald J. Edwards. Each of Flexpoint Management II, L.P., Flexpoint Ultimate Management II, LLC and Donald J. Edwards has disclaimed beneficial ownership of such shares of Series A Prefered Stock, except to the extent of its or his pecuniary interest therein.

Documents

1 file

Issuer

JetPay Corp

CIK 0001507986

→
Entity typeoperating
IncorporatedDE

Related Parties

1
  • filerCIK 0001507986

Filing Metadata

Form type
4
Filed
Oct 23, 8:00 PM ET
Accepted
Oct 24, 5:29 PM ET
Size
20.7 KB
View on SEC.gov