Filing Details

Accession Number:
0001213900-17-007348
Form Type:
13D Filing
Publication Date:
2017-07-10 19:35:33
Filed By:
Dgc Family Fintech Trust
Company:
Cardconnect Corp. (NASDAQ:CCN)
Filing Date:
2017-07-11
SEC Url:
13D Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
DGC FAMILY FINTECH TRUST 0 0 0 0 0 0%
Daniel G. Cohen 0 0 0 0 0 0%
Betsy Cohen 0 0 0 0 0 0%
James J. McEntee, III 0 0 0 0 0 0%
Shami Patel 0 0 0 0 0 0%
Frank Mastrangelo 0 0 0 0 0 0%
Jeffrey Shanahan 0 0 0 0 0 0%
Brian Shanahan 0 0 0 0 0%
Patrick Shanahan 0 0 0 0 0%
Charles Bernicker 0 0 0 0 0%
Scott Dowty 0 0 0 0 0%
Angelo Grecco 0 0 0 0 0%
Robert Nathan 0 0 0 0 0%
Rush Taggart 0 0 0 0%
Filing
 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13D


Under the Securities Exchange Act of 1934

 

(Amendment No. 1)*

 

CARDCONNECT CORP.
(Name of Issuer)

 

Common Stock, par value $0.001 per share
(Title of Class of Securities)

 

US14141X1081
(CUSIP Number)

 

CardConnect Corp.
1000 Continental Drive, Suite 300
King of Prussia, PA 19406
(484) 581-2200 

 

With a copy to:

 

Amanda Abrams
Ledgewood, P.C.
2001 Market Street, Suite 3400
Philadelphia, PA 19103
(215) 731-9450
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

July 6, 2017

(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

SCHEDULE 13D

 

CUSIP NO. US14141X1081

 

1

NAME OF REPORTING PERSON

 

DGC FAMILY FINTECH TRUST

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☐

 

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

 

Not applicable

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Not applicable

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH*

7

SOLE VOTING POWER

 

- 0 -

8

SHARED VOTING POWER

 

0

9

SOLE DISPOSITIVE POWER

 

- 0 -

10

SHARED DISPOSITIVE POWER

 

0

11*

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

12 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ☒

 

13*

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0%

14 

TYPE OF REPORTING PERSON

 

OO

       

* See Item 5.

 

 2 

 

SCHEDULE 13D

 

CUSIP NO. US14141X1081

  

1

NAME OF REPORTING PERSON

 

Daniel G. Cohen

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☐

 

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

 

Not applicable

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

USA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH*

7

SOLE VOTING POWER

 

- 0 -

8

SHARED VOTING POWER

 

0

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

0

11*

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

12 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ☒

 

13*

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0%

14 

TYPE OF REPORTING PERSON

 

IN

       

* See Item 5.

 

 3 

 

SCHEDULE 13D

 

CUSIP NO. US14141X1081

 

1

NAME OF REPORTING PERSON

 

Betsy Cohen

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☐

 

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

 

Not applicable

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

USA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH*

7

SOLE VOTING POWER

 

- 0 -

8

SHARED VOTING POWER

 

0

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

-0-

11*

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

12 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ☒

 

13*

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0%

14 

TYPE OF REPORTING PERSON

 

IN

       

* See Item 5.

 

 4 

 

SCHEDULE 13D

 

CUSIP NO. US14141X1081

 

1

NAME OF REPORTING PERSON

 

James J. McEntee, III

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☐

 

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

 

Not applicable

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

USA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH*

7

SOLE VOTING POWER

 

- 0 -

8

SHARED VOTING POWER

 

0

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

-0-

11*

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

12 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ☒

 

13*

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0%

14 

TYPE OF REPORTING PERSON

 

IN

       

* See Item 5.

 

 5 

 

SCHEDULE 13D

 

CUSIP NO. US14141X1081

 

1

NAME OF REPORTING PERSON

 

Shami Patel

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☐

 

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

 

Not applicable

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

USA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH*

7

SOLE VOTING POWER

 

- 0 -

8

SHARED VOTING POWER

 

0

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

-0-

11*

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

12 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ☒

 

13*

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0%

14 

TYPE OF REPORTING PERSON

 

IN

       
 6 

 

SCHEDULE 13D

 

CUSIP NO. US14141X1081

 

1

NAME OF REPORTING PERSON

 

Frank Mastrangelo

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☐

 

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

 

Not applicable

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

USA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH*

7

SOLE VOTING POWER

 

- 0 -

8

SHARED VOTING POWER

 

0

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

-0-

11*

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

12 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ☒

 

13*

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0%

14 

TYPE OF REPORTING PERSON

 

IN

       

* See Item 5.

 

 7 

 

SCHEDULE 13D

 

CUSIP NO. US14141X1081

 

1

NAME OF REPORTING PERSON

 

Jeffrey Shanahan

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☐

 

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

 

Not applicable

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

USA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH*

7

SOLE VOTING POWER

 

- 0 -

8

SHARED VOTING POWER

 

0

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

-0-

11*

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

12 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ☒

 

13*

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0%

14 

TYPE OF REPORTING PERSON

 

IN

       

* See Item 5.

 

 8 

 

SCHEDULE 13D

 

CUSIP NO. US14141X1081

 

(1)

Names of reporting persons

 

Brian Shanahan

(2)

Check the appropriate box if a member of a group (see instructions)

(a)  ☐        (b)  ☐

 

(3)

SEC use only

 

(4)

Source of funds (see instructions)

 

OO 

(5)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ☐

 

(6)

Citizenship or place of organization

 

United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

(7)

Sole voting power

 

0  

(8)

Shared voting power

 

(9)

Sole dispositive power

 

0 

(10)

Shared dispositive power

 

0

(11)

Aggregate amount beneficially owned by each reporting person

 

0

(12)

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)  ☒

 

(13)

Percent of class represented by amount in Row (9)

 

0% 

(14)

Type of reporting person (see instructions)

 

IN

       
 9 

  

SCHEDULE 13D

 

CUSIP NO. US14141X1081

 

(1)

Names of reporting persons

 

Patrick Shanahan

(2)

Check the appropriate box if a member of a group (see instructions)

(a)  ☐       (b)  ☐

 

(3)

SEC use only

 

(4)

Source of funds (see instructions)

 

Not applicable

(5)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ☐

 

(6)

Citizenship or place of organization

 

United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

(7)

Sole voting power

 

0  

(8)

Shared voting power

 

(9)

Sole dispositive power

 

0  

(10)

Shared dispositive power

 

(11)

Aggregate amount beneficially owned by each reporting person

 

0

(12)

Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ☒

 

(13)

Percent of class represented by amount in Row (9)

 

0%

(14)

Type of reporting person (see instructions)

 

IN

       
 10 

  

SCHEDULE 13D

 

CUSIP NO. US14141X1081

 

(1)

Names of reporting persons

 

Charles Bernicker

(2)

Check the appropriate box if a member of a group (see instructions)

(a)  ☐       (b)  ☐ 

 

(3)

SEC use only

 

(4)

Source of funds (see instructions)

 

Not applicable 

(5)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ☐

 

(6)

Citizenship or place of organization

 

United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

(7)

Sole voting power

 

0  

(8)

Shared voting power

 

0  

(9)

Sole dispositive power

 

0  

(10)

Shared dispositive power

 

(11)

Aggregate amount beneficially owned by each reporting person

 

0

(12)

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)  ☒

 

(13)

Percent of class represented by amount in Row (9)

 

0% 

(14)

Type of reporting person (see instructions)

 

IN

       

 

 11 

  

SCHEDULE 13D

 

CUSIP NO. US14141X1081

 

(1)

Names of reporting persons

 

Scott Dowty

(2)

Check the appropriate box if a member of a group (see instructions)

(a)  ☐         (b)  ☐

 

(3)

SEC use only

 

(4)

Source of funds (see instructions)

 

Not applicable 

(5)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ☐

 

(6)

Citizenship or place of organization

 

Canada

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

(7)

Sole voting power

 

0

(8)

Shared voting power

 

0  

(9)

Sole dispositive power

 

(10)

Shared dispositive power

 

0

(11)

Aggregate amount beneficially owned by each reporting person

 

0

(12)

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)  ☒

 

(13)

Percent of class represented by amount in Row (9)

 

0% 

(14)

Type of reporting person (see instructions)

 

IN

       
 12 

 

SCHEDULE 13D

 

CUSIP NO. US14141X1081

 

(1)

Names of reporting persons

 

Angelo Grecco

(2)

Check the appropriate box if a member of a group (see instructions)

(a)  ☐         (b)  ☐

 

(3)

SEC use only

 

(4)

Source of funds (see instructions)

 

Not applicable 

(5)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ☐

 

(6)

Citizenship or place of organization

 

United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH: 

(7)

Sole voting power

 

0

(8)

Shared voting power

 

0  

(9)

Sole dispositive power

 

0

  

(10)

Shared dispositive power

 

(11)

Aggregate amount beneficially owned by each reporting person

 

0

(12)

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)  ☒

 

(13)

Percent of class represented by amount in Row (9)

 

0%

(14)

Type of reporting person (see instructions)

 

IN

       
 13 

 

SCHEDULE 13D

 

CUSIP NO. US14141X1081

 

(1)

Names of reporting persons

 

Robert Nathan

(2)

Check the appropriate box if a member of a group (see instructions)

(a)  ☐         (b) ☐

 

(3)

SEC use only

 

(4)

Source of funds (see instructions)

 

Not applicable 

(5)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ☐

 

(6)

Citizenship or place of organization

 

United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

(7)

Sole voting power

 

0

(8)

Shared voting power

 

0

(9)

Sole dispositive power

 

(10)

Shared dispositive power

 

0

(11)

Aggregate amount beneficially owned by each reporting person

 

0

(12)

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)  ☒

 

(13)

Percent of class represented by amount in Row (9)

 

0%

(14)

Type of reporting person (see instructions)

 

IN

       
 14 

  

SCHEDULE 13D

 

CUSIP NO. US14141X1081

 

(1)

Names of reporting persons

 

Rush Taggart

(2)

Check the appropriate box if a member of a group (see instructions)

(a)  ☐         (b)  ☐

 

(3)

SEC use only

 

(4)

Source of funds (see instructions)

 

Not applicable

(5)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ☐

 

(6)

Citizenship or place of organization

 

United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

(7)

Sole voting power

 

0

(8)

Shared voting power

 

0

(9)

Sole dispositive power

 

(10)

Shared dispositive power

 

0

(11)

Aggregate amount beneficially owned by each reporting person

 

0

(12)

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)  ☒

 

(13)

Percent of class represented by amount in Row (9)

 

0%

(14)

Type of reporting person (see instructions)

 

IN

       
 15 

  

Pursuant to Rule 13d-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), DGC Family FinTech Trust, Daniel G. Cohen, Betsy Z. Cohen, James J. McEntee, Shami Patel, Frank Mastrangelo, Jeffrey Shanahan, Brian Shanahan, Patrick Shanahan, Charles Bernicker, Scott Dowty, Angelo Grecco, Robert Nathan, Rush Taggart, FTVentures III, L.P., a Delaware limited partnership, FTVentures III-N, L.P., a Delaware limited partnership, FTVentures III-T, L.P., a Delaware limited partnership, FTVentures Management III, L.L.C., a Delaware limited liability company (“FTVentures”) and Richard N. Garman, Brad E. Bernstein, David A. Haynes, Christopher H. Winship, James C. Hale and Robert A. Huret, as the managing members of FTVentures (collectively, the “Reporting Persons”) are filing this statement on Schedule 13D with respect to the shares of common stock, par value $0.001 per share (the “Shares”) of CardConnect Corp., a Delaware corporation (the “Issuer”). This Amendment No. 1 to Schedule 13D (this “Amendment No. 1”) amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission (the “Commission”) on August 8, 2017 (the “Original Schedule 13D”).  The Original Schedule 13D and this Amendment No. 1 are together referred to herein as the “Schedule 13D.”

 

The Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

 

On July 6, 2017, First Data Corporation, a Delaware corporation (“First Data”), and Minglewood Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of First Data (“Merger Sub”), completed the transactions contemplated by the Agreement and Plan of Merger, dated as of May 26, 2017, by and among the Company, First Data and Merger Sub (the “Merger Agreement”).

 

Item 4. Purpose of Transaction

 

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following paragraphs at the end of thereof:

 

Pursuant to the Merger Agreement, Merger Sub commenced the Offer on June 7, 2017, upon the terms and conditions set forth in the offer to purchase and in the related letter of transmittal dated as of June 7, 2017. On July 6, 2017, the Offer expired and Merger Sub accepted for payment, and promptly paid for, all Shares validly tendered and not validly withdrawn.

 

Pursuant to the terms of the Merger Agreement, after the acceptance of the Shares in the Offer, Merger Sub merged with and into the Company (the “Merger”) at 8:00 a.m. on July 6, 2017 (the “Effective Time”), with the Company surviving the Merger as a wholly-owned subsidiary of First Data (the “Surviving Corporation”) and Merger Sub ceasing to exist following the Merger. Pursuant to the Merger Agreement, at the Effective Time all Shares not accepted in the Offer were converted into the right to receive an amount equal to the Offer Price, net to the seller in cash without interest and subject to any required tax withholding, other than (i) Shares owned by Merger Sub or First Data or held in the Company’s treasury, (ii) Shares owned by any direct or indirect wholly-owned subsidiary of First Data (other than Merger Sub) or the Company immediately prior to the Effective Time, or (iii) Shares held by any stockholder that is entitled to demand and properly demands appraisal of such Shares pursuant to, and who complies in all respects with, Section 262 of the DGCL and who, as of the Effective Time, has neither effectively withdrawn nor lost its rights to such appraisal and payment under the DGCL with respect to such Shares.

 

In connection with the closing of the Merger, the Shares that previously traded under the stock symbol “CCN”, ceased trading on, and are being delisted from, the NASDAQ Global Market.

 

Item 5. Interest in Securities of the Issuer.

 

Item 5 of the Schedule 13D is hereby amended and supplemented by adding the following to the pertinent subsection at the end thereof:

 

(a) As a result of the completion of the acquisition described in Item 4 above, which occurred on July 6, 2017, the Reporting Persons no longer hold any Shares.

 

(b) As a result of the completion of the acquisition described in Item 4 above, which occurred on July 6, 2017, the Reporting Persons no longer hold any Shares.

 

(c) Except for the transactions described in Item 4 above, no transaction in the Shares was effected during the past sixty (60) days by any of the Reporting Persons.

 

 16 

 

SIGNATURES

 

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated:  July 10, 2017

 

  DGC FAMILY FINTECH TRUST
     
  By: /s/ Daniel G. Cohen
    Name: Daniel G. Cohen
    Title:   Trustee
     
  /s/ DANIEL G. COHEN
  DANIEL G. COHEN
   
  /s/ BETSY Z. COHEN
  BETSY Z. COHEN
   
  /s/ FRANK MASTRANGELO
  FRANK MASTRANGELO
   
  /s/ JAMES J. MCENTEE, III
  JAMES J. MCENTEE, III
   
  /s/ SHAMI PATEL
  SHAMI PATEL
   
  /s/ JEFFREY SHANAHAN
  JEFFREY SHANAHAN
   
  /s/ BRIAN SHANAHAN
  BRIAN SHANAHAN
   
  /s/ PATRICK SHANAHAN
  PATRICK SHANAHAN
   
  /s/ CHARLES BERNICKER
  CHARLES BERNICKER
   
  /s/ SCOTT DOWTY
  SCOTT DOWTY
   
  /s/ ANGELO GRECCO
  ANGELO GRECCO
   
  /s/ ROBERT NATHAN
  ROBERT NATHAN
   
  /s/ RUSH TAGGART
  RUSH TAGGART

 

 

17