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This Amendment No. 1 (this Amendment) amends and supplements the Statement on Schedule 13D
filed with the Commission on October 28, 2016 (the Schedule 13D) by the Reporting Persons. The Schedule 13D relates to shares of common stock, par value $0.001 per share (the Common Stock), of JetPay Corporation, a
Delaware corporation (the Issuer), including shares of Common Stock issuable upon conversion of shares of Series A preferred stock, par value $0.001 per share (Series A Preferred Stock). This Amendment is being filed to
reflect the increase in the number of shares of Common Stock beneficially owned by the Reporting Persons as a result of a reduction of the conversion price of the Series A Preferred Stock. Capitalized terms used but not otherwise defined herein
shall have the meanings ascribed to them in the Schedule 13D. Except as otherwise provided herein, all Items of the Schedule 13D remain unchanged.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended and restated in its entirety to read as follows:
(a) and (b) Sundara does not own any shares of Common Stock other than the shares of Common Stock issuable upon conversion of the shares of Series A
Preferred Stock purchased thereby, as described in Item 3 above. In addition to the shares of Common Stock issuable upon conversion of the Series A Preferred Stock beneficially owned thereby, as of the date hereof, Mr. Stone beneficially
owns 863,156 shares of Common Stock, including (i) 13,300 shares of Common Stock owned directly, (ii) 125,000 shares of Common Stock owned by LHLJ, (iii) 388,573 shares of Common Stock owned by Main Line Trading Partners, LLC and
(iv) 336,283 shares of Common Stock owned by The Stone Family Trust.
In addition, under the definition of beneficial ownership as set
forth in Rule 13d-3 under the Exchange Act, as a result of the entry into the Purchase Agreement, the Reporting Persons may be deemed to be members of a group with Flexpoint and, as a result, to beneficially own the 99,667 shares of
Series A Preferred Stock owned by Flexpoint immediately prior thereto and the Underlying Shares into which they may be converted. As described in Item 4 above and for the reasons stated therein, the Reporting Persons disclaim beneficial
ownership of all such securities. On October 18, 2016, Sundara purchased 33,667 shares of Series A Preferred Stock, which shares are convertible into approximately 21.5% of the outstanding shares of Common Stock. Sundara has the power to vote
or direct the vote and to dispose or direct the disposition of such shares. In addition, as the managing member of Sundara, Mr. Stone has the shared power to vote or direct the vote and to dispose or direct the disposition of such shares.
Although the Reporting Persons disclaim beneficial ownership of the shares owned by Flexpoint, if such shares were aggregated with the 33,667 shares of Series A Preferred Stock beneficially owned by the Reporting Persons, the Reporting Persons would
be deemed to beneficially own 133,333 shares of Series A Preferred Stock, convertible into 16,949,110 shares of Common Stock, constituting approximately 52.1% of the outstanding shares of Common Stock. If aggregated with the 863,156 shares of Common
Stock beneficially owned by Mr. Stone, Mr. Stone would be deemed to beneficially own 17,812,266 shares of Common Stock, constituting approximately 54.7% of the outstanding shares of Common Stock.
