SEC Form 3 · accession 0001615774-16-007162

Priority Technology Holdings, Inc. · PRTH

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

Reporting owner

Joshua Sason

Officer — CEO · Director · 10% Owner

Period of report

Sep 13, 2016

Accepted (ET)

Sep 14, 2016 · 1:07 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001653558

Table I — non-derivative securities

Security	Date	Code	Shares	A/D	Owned after	D/I	Nature of ownership
Common Stock, par value $0.001^F1	holding	—	—	—	1,202,354	I	See Footnote
Common Stock, par value $0.001^F2	holding	—	—	—	252,737	I	See Footnote
Common Stock, par value $0.001^F3	holding	—	—	—	384,909	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
Warrant^F6,F4,F5	$11.50	holding	—	—	—	—	—	Common Stock	259,334	—	I
Warrant^F9,F7,F8	$11.50	holding	—	—	—	—	—	Common Stock	60,000	—	I
Warrant^F12,F10,F11	$11.50	holding	—	—	—	—	—	Common Stock	83,166	—	I

Explanation of responses

F1These shares represent the shares held by M SPAC LLC. Joshua Sason is the sole managing member of M SPAC LLC. These shares include an aggregate of up to 122,876 shares that are subject to forfeiture to the extent that the underwriters do not exercise their overallotment option in full, in connection with the registrant's initial public offering.
F10The warrants become exercisable on the later of 30 days after the completion of the registrant's initial business combination and 12 months from the closing of the registrant's initial public offering.
F11The warrants expire 5 years after the completion of the registrant's initial business combination or earlier upon redemption or liquidation, as described in the registrant's prospectus filed with the SEC.
F12These securities represent the securities held by M SPAC Holdings II LLC. Joshua Sason is the sole managing member of M SPAC Holdings II LLC.
F2These shares represent the shares held by M SPAC Holdings I LLC. Joshua Sason is the sole managing member of M SPAC Holdings I LLC. These shares include an aggregate of up to 25,141 shares that are subject to forfeiture to the extent that the underwriters do not exercise their overallotment option in full, in connection with the registrant's initial public offering.
F3These shares represent the shares held by M SPAC Holdings II LLC. Joshua Sason is the sole managing member of M SPAC Holdings II LLC. These shares include an aggregate of up to 39,483 shares that are subject to forfeiture to the extent that the underwriters do not exercise their overallotment option in full, in connection with the registrant's initial public offering.
F4The warrants become exercisable on the later of 30 days after the completion of the registrant's initial business combination and 12 months from the closing of the registrant's initial public offering.
F5The warrants expire 5 years after the completion of the registrant's initial business combination or earlier upon redemption or liquidation, as described in the registrant's prospectus filed with the SEC.
F6These securities represent the securities held by M SPAC LLC. Joshua Sason in the sole managing member of M SPAC LLC.
F7The warrants become exercisable on the later of 30 days after the completion of the registrant's initial business combination and 12 months from the closing of the registrant's initial public offering.
F8The warrants expire 5 years after the completion of the registrant's initial business combination or earlier upon redemption or liquidation, as described in the registrant's prospectus filed with the SEC.
F9These securities represent the securities held by M SPAC Holdings I LLC. Joshua Sason is the sole managing member of M SPAC Holdings I LLC.