4//SEC Filing
HARRISON JOHN C. 4
Accession 0001209191-20-050469
CIK 0001728688other
Filed
Sep 14, 8:00 PM ET
Accepted
Sep 15, 4:35 PM ET
Size
9.3 KB
Accession
0001209191-20-050469
Insider Transaction Report
Form 4
HARRISON JOHN C.
Director
Transactions
- Disposition to Issuer
Class B common stock, par value $0.0001 per share
2020-09-15−138,066→ 561,606 total(indirect: By LLC) - Disposition to Issuer
Common Units
2020-09-15$22.33/sh−138,066$3,083,014→ 561,606 total(indirect: By LLC)→ Class A common stock, par value $0.0001 per share (138,066 underlying)
Footnotes (5)
- [F1]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.
- [F2]Represents shares of Class B Common Stock held by HMP III Equity Holdings, LLC ("HMPEH"). Decisions regarding the voting or disposition of the shares held by the foregoing are made by an investment committee or committees (or authorized sub-committees or designees thereof), of which the Reporting Person is a member. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.
- [F3]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.
- [F4]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, including the reporting persons.
- [F5]Represents Common Units held by HMPEH. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.
Documents
Issuer
i3 Verticals, Inc.
CIK 0001728688
Entity typeother
Related Parties
1- filerCIK 0001738150
Filing Metadata
- Form type
- 4
- Filed
- Sep 14, 8:00 PM ET
- Accepted
- Sep 15, 4:35 PM ET
- Size
- 9.3 KB