SEC Form 4 · accession 0000899243-16-032235
JetPay Corp · JTPY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Donald J Edwards
Director · 10% Owner
FLEXPOINT FUND II, L.P.
10% Owner
FLEXPOINT MANAGEMENT II, L.P.
10% Owner
Period of report
Apr 14, 2014
Accepted (ET)
Oct 24, 2016 · 5:29 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001507986
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Preferred StockF1,F5,F2,F3,F4 | $2.90 | Apr 14, 2014 | P | 4,667 | A | — | — | Common Stock | 482,793 | 38,000 | D |
| Series A Preferred StockF1,F5,F2,F3,F4 | $2.90 | Nov 7, 2014 | P | 20,000 | A | — | — | Common Stock | 2,068,966 | 58,000 | D |
| Series A Preferred StockF1,F5,F2,F3,F4 | $2.90 | Dec 28, 2014 | P | 33,333 | A | — | — | Common Stock | 3,448,241 | 91,333 | D |
| Series A Preferred StockF1,F5,F2,F3,F4 | $2.90 | Aug 9, 2016 | P | 8,333 | A | — | — | Common Stock | 862,034 | 99,666 | D |
Explanation of responses
- F1The 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.
- F2The 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.
- F4Based on the current Conversion Price of $2.90.
- F5The 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.