SEC Form 4 · accession 0000899243-18-030307
JetPay Corp · JTPY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Donald J Edwards
10% Owner
FLEXPOINT FUND II, L.P.
10% Owner
FLEXPOINT MANAGEMENT II, L.P.
10% Owner
Period of report
Dec 6, 2018
Accepted (ET)
Dec 6, 2018 · 6:33 pm EST
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 StockF3,F4,F1,F2 | $2.50 | Dec 6, 2018 | U | 99,666 | D | — | — | Common Stock | 11,959,920 | 0 | D |
Explanation of responses
- F1Prior 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.
- F2Based on the Conversion Price on December 6, 2018.
- F3The 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 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.
- F4The Series A Preferred Stock was 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 disclaimed beneficial ownership of such shares of Series A Preferred Stock, except to the extent of its or his pecuniary interest therein.