SEC Form 3 · accession 0001628280-18-008358

i3 Verticals, Inc. · IIIV

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

Reporting owners

FIRST AVENUE PARTNERS II LP

10% Owner

FRONT STREET EQUITIES, LLC

10% Owner

FIRST AVENUE - ETC PARTNERS, L.P.

10% Owner

Period of report

Jun 25, 2018

Accepted (ET)

Jun 25, 2018 · 9:35 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001728688

Table I — non-derivative securities

Security	Date	Code	Shares	A/D	Owned after	D/I	Nature of ownership
Class B common stock, par value $0.0001 per share^F1,F2	holding	—	—	—	16,745	D
Class B common stock, par value $0.0001 per share^F1,F2	holding	—	—	—	2,618,260	I	By First Avenue Partners II, L.P.
Class B common stock, par value $0.0001 per share^F1,F2	holding	—	—	—	468,383	I	By First Avenue - ETC Partners, L.P.

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Common Units^F2,F3,F4	—	holding	—	—	—	—	—	Class A common stock, par value $0.0001 per share	16,745	—	D
Common Units^F2,F3,F4	—	holding	—	—	—	—	—	Class A common stock, par value $0.0001 per share	2,618,260	—	I
Common Units^F2,F3,F4	—	holding	—	—	—	—	—	Class A common stock, par value $0.0001 per share	468,383	—	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.
F2Front 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.
F3The 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.
F4Pursuant 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.