SEC Form 4 · accession 0001615774-19-002737
Priority Technology Holdings, Inc. · PRTH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Thomas Charles Priore
Officer — President, CEO & Chairman · Director · 10% Owner
Priority Incentive Equity Holdings, LLC
Officer — Executive Chairman · Director · 10% Owner
Period of report
Feb 15, 2019
Accepted (ET)
Feb 19, 2019 · 9:41 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001653558
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Feb 15, 2019 | A | 61,264 | — | A | 46,113,250 | D | |
| Common StockF2,F3 | Feb 15, 2019 | A | 3,917 | — | A | 3,046,611 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| WarrantsF1 | $11.50 | Feb 15, 2019 | D | 319,087 | D | Aug 24, 2018 | Jul 25, 2023 | Common Stock | 319,087 | 0 | D |
| WarrantsF2,F3 | $11.50 | Feb 15, 2019 | D | 20,403 | D | Aug 24, 2018 | Jul 25, 2023 | Common Stock | 20,403 | 0 | I |
Explanation of responses
- F1The Reporting Person disposed of warrants to purchase 319,087 shares of common stock in exchange for 61,264 shares of common stock in an issuer exchange offer.
- F2The Reporting Person disposed of warrants to purchase 20,403 shares of common stock in exchange for 3,917 shares of common stock in an issuer exchange offer.
- F3These securities are directly held by Priority Incentive Equity Holdings, LLC. Thomas Priore is the managing member of Priority Investment Holdings LLC, which is the non-member manager of Priority Incentive Equity Holdings, LLC. Thomas Priore disclaims beneficial ownership of the securities held by Priority Incentive Equity Holdings, LLC except to the extent of his pecuniary interest therein, if any.