SEC Form 4 · accession 0001615774-18-007522
Priority Technology Holdings, Inc. · PRTH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Jul 24, 2018 | J | 59,190 | $0.00 | A | 59,190 | D |
Table II — derivative securities
Explanation of responses
- F1Pro rata distribution from M SPAC Holdings II LLC, of which the reporting person is a non-managing member.
Remarks
(Continued from Explanation of Responses) In addition, pursuant to the Purchase Agreement, dated as of February 26, 2018, by and among Priority Holdings, LLC, M SPAC LLC, M SPAC Holdings I LLC, M SPAC Holdings II LLC and Priority Technology Holdings, Inc. (f/k/a M I Acquisitions, Inc.) (the "Company"), the reporting person has a right to receive up to 15,035 shares of the Company's common stock if (1) the Company's Earnout Adjusted EBITDA (as defined in the Company's definitive proxy statement dated July 3, 2018) is no less than $82.5 million for the year ending December 31, 2018 and the Company's common stock trades in excess of $12.00 for any 20 trading days within any consecutive 30-day trading period at any time on or before December 31, 2019 or (2) the Company's Earnout Adjusted EBITDA is no less than $91.5 million for the year ending December 31, 2019 and the Company's common stock trades in excess of $14.00 for any 20 trading days within any consecutive 30-day trading period at any time between January 1, 2019 and December 31, 2020.