4//SEC Filing
DAILY GREGORY S 4
Accession 0001628280-18-008357
CIK 0001728688other
Filed
Jun 24, 8:00 PM ET
Accepted
Jun 25, 9:34 PM ET
Size
14.8 KB
Accession
0001628280-18-008357
Insider Transaction Report
Form 4
DAILY GREGORY S
DirectorChief Executive Officer10% Owner
Transactions
- Other
Common Units
2018-06-25+4,678,681→ 4,678,681 total→ Class A common stock, par value $0.0001 per share (4,678,681 underlying) - Other
Class B common stock, par value $0.0001 per share
2018-06-25+2,543,211→ 2,543,211 total(indirect: By LLC) - Other
Class A common stock, par value $0.0001 per share
2018-06-25$13.00/sh+10,796$140,348→ 10,796 total(indirect: By daughter) - Other
Common Units
2018-06-25+2,543,211→ 2,543,211 total(indirect: By LLC)→ Class A common stock, par value $0.0001 per share (2,543,211 underlying) - Other
Class B common stock, par value $0.0001 per share
2018-06-25+4,678,681→ 4,678,681 total
Footnotes (7)
- [F1]Represents shares of Class A common stock, par value $0.0001 per share (the "Class A Common Stock") issued pursuant to a voluntary private conversion of certain subordinated notes of i3 Verticals, LLC.
- [F2]The Reporting Person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
- [F3]Pursuant to the Reorganization Transactions (as defined in i3 Verticals, Inc.'s (the "Issuer") Registration Statement on Form S-1, as amended (File No. 333-225214) (the "Registration Statement")) as part of the Issuer's initial public offering ("IPO"), the Reporting Person's equity ownership in i3 Verticals, LLC was converted into newly issued common units in i3 Verticals, LLC (each a "Common Unit") together with an equal number of shares of Class B common stock, par value $0.0001 per share (the "Class B Common Stock"), in the Issuer. The shares of Class B Common Stock (i) confer no incidents of economic ownership on the holders thereof, (ii) only confer voting rights on the holders thereof and (iii) may only be issued, on a one-for-one basis, to the holders of Common Units.
- [F4]Represents shares of Class B Common Stock held by Daily Family Investment, LLC ("DFI"), of which the Reporting Person serves as tax matters partner. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
- [F5]The vested Common Units may be redeemed by the Reporting Person at any time following the closing of the Issuer's IPO 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 Reporting Person's redemption of a Common Unit for Class A Common Stock, any corresponding share of Class B Common Stock will be cancelled.
- [F6]Pursuant to the Reorganization Transactions (as defined in the Registration Statement) as part of the Issuer's IPO, the Reporting Person's equity ownership in i3 Verticals, LLC was converted into newly issued Common Units together with an equal number of Class B Common Stock, in the Issuer.
- [F7]Represents Common Units held by DFI. The Reporting Person disclaims beneficial ownership of such Common Units except to the extent of his pecuniary interest therein.
Documents
Issuer
i3 Verticals, Inc.
CIK 0001728688
Entity typeother
Related Parties
1- filerCIK 0001072783
Filing Metadata
- Form type
- 4
- Filed
- Jun 24, 8:00 PM ET
- Accepted
- Jun 25, 9:34 PM ET
- Size
- 14.8 KB