SEC Form 4 · accession 0000899243-18-030306

JetPay Corp · JTPY

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owners

Sundara Investment Partners, LLC

10% Owner

Laurence L Stone

Director · 10% Owner

Period of report

Dec 6, 2018

Accepted (ET)

Dec 6, 2018 · 6:31 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001507986

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	D/I	Nature of ownership
Common Stock^F1	Dec 6, 2018	U	13,300	—	D	D
Common Stock^F1,F2	Dec 6, 2018	U	125,000	—	D	I	See Footnote
Common Stock^F1,F3	Dec 6, 2018	U	388,573	—	D	I	See Footnote
Common Stock^F1,F4	Dec 6, 2018	U	336,283	—	D	I	See Footnote

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 Stock^F7,F8,F5,F6	$2.50	Dec 6, 2018	U	33,667	D	—	—	Common Stock	4,040,040	0	I

Explanation of responses

F1The common stock was tendered in exchange for $5.05 per share in the tender offer (the "Tender Offer") made pursuant to the Agreement and Plan of Merger, dated as of October 19, 2018, by and among NCR Corporation, Orwell Acquisition Corporation and JetPay Corporation.
F2Consists of shares of common stock owned by LHLJ, Inc., a Delaware corporation of which Mr. Stone is the sole stockholder.
F3Consists of shares of common stock owned by Main Line Trading Partners, LLC, a Delaware limited liability company of which Mr. Stone is a managing member and owner of substantially all of the equity interests.
F4Consists of shares of common stock owned by The Stone Family Trust, an irrevocable trust for the benefit of Mr. Stone's children, of which his wife serves as a trustee.
F5Prior to the disposition reported hereby, the holders of the Series A Preferred Stock were entitled to convert their 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 Conversion Price on December 6, 2018 was $2.50.
F6Based on the Conversion Price on December 6, 2018.
F7The Series A Preferred Stock was tendered in exchange for $5.05 per each share of common stock underlying the Series A Preferred Stock in the Tender Offer.
F8The Series A Preferred Stock is held by Sundara Investment Partners, LLC, of which Mr. Stone is the sole managing member, and, accordingly may also be deemed to have beneficial ownership of such shares.