SEC Form 4 · accession 0001628280-18-008349
i3 Verticals, Inc. · IIIV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John C. Harrison
Director
Period of report
Jun 25, 2018
Accepted (ET)
Jun 25, 2018 · 9:30 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001728688
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class B common stock, par value $0.0001 per shareF1,F2 | Jun 25, 2018 | J | 1,759,478 | — | A | 1,759,478 | I | By HMP III GP, LLC |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F3 | $13.00 | Jun 25, 2018 | A | 10,000 | A | — | Jun 25, 2028 | Class A common stock, par value $0.0001 per share | 10,000 | 10,000 | D |
| Common UnitsF4,F6 | — | Jun 25, 2018 | J | 1,759,478 | A | — | — | Class A common stock, par value $0.0001 per share | 1,759,478 | 1,759,478 | I |
Explanation of responses
- F1Pursuant to the Reorganization Transactions (as defined in i3 Verticals, Inc.'s (the "Issuer") Registration Statement on Form S-1, as amended (File No. 333-225214) (the "Registration Statement")) as part of the Issuer's initial public offering ("IPO"), the Reporting Person's equity ownership in i3 Verticals, LLC was converted into newly issued common units in i3 Verticals, LLC (each a "Common Unit") together with an equal number of shares of Class B common stock, par value $0.0001 per share (the "Class B Common Stock"), in the Issuer. The shares of Class B Common Stock (i) confer no incidents of economic ownership on the holders thereof, (ii) only confer voting rights on the holders thereof and (iii) may only be issued, on a one-for-one basis, to the holders of Common Units.
- F2Represents shares of Class B Common Stock held by HMP III Equity Holdings, LLC ("HMPEH") and Harbert Mezzanine Partners III, L.P. ("HMPLP"). HMP III GP, LLC ("HMPGP") is the General Partner of HMPLP which is the managing member of HMPEH. The Reporting Person serves as a voting member of the investment committee of HMPGP. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.
- F3The option vests ratably in three equal annual installments beginning on the first anniversary of the grant date, subject to the Reporting Person's continued service with the Issuer.
- F4The vested Common Units may be redeemed by the Reporting Person at any time following the closing of the Issuer's IPO for an equal number of shares of Class A common stock, par value $0.0001 per share (the "Class A Common Stock") or, at the election of i3 Verticals, LLC, cash equal to the volume-weighted average market price of such shares. Upon the Reporting Person's redemption of a Common Unit for Class A Common Stock, any corresponding share of Class B Common Stock will be cancelled.
- F5Pursuant to the Reorganization Transactions (as defined in the Registration Statement) as part of the Issuer's IPO, the Reporting Person's equity ownership in i3 Verticals, LLC was converted into newly issued Common Units together with an equal number of Class B Common Stock, in the Issuer.
- F6Represents Common Units held by HMPEH and HMPLP. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.