SEC Form 4 · accession 0001628280-18-008354
i3 Verticals, Inc. · IIIV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David M Wilds
Director · 10% Owner
Period of report
Jun 25, 2018
Accepted (ET)
Jun 25, 2018 · 9:32 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 | Jun 25, 2018 | J | 270,636 | — | A | 270,636 | D | |
| Class B common stock, par value $0.0001 per shareF1,F2 | Jun 25, 2018 | J | 7,839 | — | A | 7,839 | I | By wife |
| Class B common stock, par value $0.0001 per shareF1,F3 | Jun 25, 2018 | J | 3,103,388 | — | A | 3,103,388 | I | By Front Street Equities, 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)F4 | $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 UnitsF5 | — | Jun 25, 2018 | J | 270,636 | A | — | — | Class A common stock, par value $0.0001 per share | 270,636 | 270,636 | D |
| Common UnitsF5,F2 | — | Jun 25, 2018 | J | 7,839 | A | — | — | Class A common stock, par value $0.0001 per share | 7,839 | 7,839 | I |
| Common UnitsF5,F3 | — | Jun 25, 2018 | J | 3,103,388 | A | — | — | Class A common stock, par value $0.0001 per share | 3,103,388 | 3,103,388 | 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.
- F2This Form 4 shall not be deemed an admission that the Reporting Person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any securities held solely by the Reporting Person's spouse.
- F3Front Street Equities, LLC is the General Partner of, and exercises voting and investment power over shares held by, First Avenue Partners II, L.P. and First Avenue-ETC Partners, L.P. Voting and investment decisions at Front Street Equities, LLC are made by David Wilds, who serves as (a) the sole limited partner and managing member of First Avenue Partners II, L.P., (b) the managing member of First Avenue-ETC Partners, L.P., and (c) the sole member of Front Street Equities, LLC. Mr. Wilds disclaims beneficial ownership of these securities except to the extent of his respective pecuniary interest therein, if any, and the inclusion of these shares in his report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or any other purpose.
- F4The 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.
- F5The 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.
- F6Pursuant 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.