SEC Form 3 · accession 0001677717-16-000001
JetPay Corp · JTPY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Gene M. Valentino
10% Owner
Period of report
Jun 2, 2016
Accepted (ET)
Jun 21, 2016 · 3:02 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001507986
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.001 per shareF1,F2,F3 | holding | — | — | — | 2,184,530 | D | ||
| Common Stock, par value $0.001 per shareF4,F5 | holding | — | — | — | 848 | I | By wife |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Right to buyF6 | — | holding | — | — | — | Jun 2, 2016 | Jun 2, 2017 | Common Stock | 300,000 | — | D |
Explanation of responses
- F1The Amount of Securities Beneficially Owned as shown on Table I is as of June 2, 2016, the effective date of the merger (the "Merger") of CollectorSolutions, Inc. ("CSI") into a subsidiary of the issuer. On that date, the reporting person acquired shares of the issuer's common stock in exchange for his shares in CSI. The shares of the issuer he received exceeded 10% of the issuer's outstanding shares.
- F2The reporting person acquired these shares in the Merger. Of these shares, 466,696 shares are held in escrow for indemnification purposes related to the Merger and are subject to forfeiture until June 2, 2017. On February 22, 2016, the date of the merger agreement that governs the Merger ("Merger Agreement"), the closing price of the issuer's common stock was $2.58 per share.
- F3Under the Merger Agreement, the former shareholders of CSI will receive additional shares of the issuer if certain performance metrics are achieved in 2016 and 2017, as described in the issuer's definitive proxy statement filed with the SEC on April 20, 2016. The reporting person's right to receive up to 397,181 additional shares(which are not included in the number of shares reflected in the table) pursuant to this earn-out right became fixed and irrevocable on June 2, 2016, the effective date of the Merger.
- F4The reporting person's wife received these shares in the Merger. Of these shares, 181 shares are held in escrow for indemnification purposes related to the Merger and are subject to forfeiture until June 2, 2017. 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.
- F5Under the earn-out provisions of the Merger Agreement, the former shareholders of CSI will receive additional shares of the issuer if certain performance metrics are achieved in 2016 and 2017, as described in the issuer's definitive proxy statement filed with the SEC on April 20, 2016. The right of the reporting person's wife to receive up to 155 additional shares (which are not included in the number of shares reflected in the table) pursuant to this earn-out right became fixed and irrevocable on June 2, 2016, the effective date of the Merger. 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.
- F6Each of the reporting person and two other former officers of CSI has the right to purchase from the issuer within one year after the June 2, 2016 closing of the Merger up to 300,000 shares of the issuer's common stock in the aggregate at a price equal to the higher of (a) $3.00 per share and (b) the average of the closing sale prices per share of the issuer's common stock for the 20 consecutive trading days ending three trading days prior to the closing of the Merger, provided that these individuals cannot purchase collectively more than 300,000 shares of the issuer's common stock pursuant to this right. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of the shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.