SEC Form 4 · accession 0001628280-18-008357

i3 Verticals, Inc. · IIIV

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

Reporting owner

Gregory S Daily

Officer — Chief Executive Officer · Director · 10% Owner

Period of report

Jun 25, 2018

Accepted (ET)

Jun 25, 2018 · 9:34 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 A common stock, par value $0.0001 per share^F2	Jun 25, 2018	J	10,796	$13.00	A	10,796	I	By daughter
Class B common stock, par value $0.0001 per share^F3	Jun 25, 2018	J	4,678,681	—	A	4,678,681	D
Class B common stock, par value $0.0001 per share^F3,F4	Jun 25, 2018	J	2,543,211	—	A	2,543,211	I	By Daily Family Investment, LLC

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Common Units^F5	—	Jun 25, 2018	J	4,678,681	A	—	—	Class A common stock, par value $0.0001 per share	4,678,681	4,678,681	D
Common Units^F5,F7	—	Jun 25, 2018	J	2,543,211	A	—	—	Class A common stock, par value $0.0001 per share	2,543,211	2,543,211	I

Explanation of responses

F1Represents shares of Class A common stock, par value $0.0001 per share (the "Class A Common Stock") issued pursuant to a voluntary private conversion of certain subordinated notes of i3 Verticals, LLC.
F2The Reporting Person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
F3Pursuant 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.
F4Represents shares of Class B Common Stock held by Daily Family Investment, LLC ("DFI"), of which the Reporting Person serves as tax matters partner. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
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 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.
F7Represents Common Units held by DFI. The Reporting Person disclaims beneficial ownership of such Common Units except to the extent of his pecuniary interest therein.