SEC Form 4 · accession 0001553350-18-001133
FlexShopper, Inc. · FPAY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Howard Dvorkin
10% Owner
Period of report
Oct 17, 2018
Accepted (ET)
Oct 19, 2018 · 11:11 am EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001397047
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | Oct 17, 2018 | P | 50,883 | $0.79 | A | 2,292,972 | I | See footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The price range in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $0.78 to $0.805 per share inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares of common stock purchased at each separate price within the ranges set forth in this footnote (1) to this Form 4.
- F2The number of shares of common stock beneficially owned by the Reporting Person includes (i) 785,577 shares held of record by PITA Holdings LLC, a Florida LLC ("PITA"), and (ii) 1,507,395 shares of common stock held of record by NRNS Capital Holdings, LLC ("NRNS"). Beta Investment Group, Inc., a Florida corporation ("Beta"), is the manager of PITA Holdings LLC. Mr. Dvorkin is President of Beta and in such position has the right to direct the vote and disposition of securities owned by PITA. Mr. Dvorkin is the manager of NRNS and in such position has the right to direct the vote and disposition of securities owned by NRNS. Mr. Dvorkin disclaims beneficial ownership of the securities of the Issuer held of record by PITA or NRNS except to the extent of his pecuniary interest therein.
- F3Excludes 753,697 shares of the Issuer's common stock which are issuable upon the exercise of a common stock warrant held of record by NRNS. Under the terms of the warrant, the holder may not exercise the warrant to the extent such exercise would cause the holder, together with its affiliates, to beneficially own a number of shares of common stock which would exceed 4.99% of the Issuer's then outstanding shares of common stock following such exercise. This limitation may be increased to 9.99% at the holder's option upon 61 days notice to the Issuer.