Filing Details
- Accession Number:
- 0001209191-20-062970
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2020-12-11 16:49:58
- Reporting Period:
- 2020-12-10
- Accepted Time:
- 2020-12-11 16:49:58
- SEC Url:
- Form 4 Filing
Issuer
| Cik | Name | Symbol | Sector (SIC) | IRS No |
|---|---|---|---|---|
| 1728688 | I3 Verticals Inc. | IIIV | Retail-Variety Stores (5331) | KY |
Insiders
| Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
|---|---|---|---|---|---|---|---|
| 1062406 | M David Wilds | 40 Burton Hills Blvd. Suite 415 Nashville TN 37215 | Yes | No | No | No |
Reported Non-Derivative Transactions
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Class A Common Stock, Par Value $0.0001 Per Share | Acquisiton | 2020-12-10 | 400,000 | $0.00 | 400,000 | No | 4 | C | Indirect | By Front Street Equities, LLC |
| Class A Common Stock, Par Value $0.0001 Per Share | Disposition | 2020-12-10 | 400,000 | $27.10 | 0 | No | 4 | S | Indirect | By Front Street Equities, LLC |
| Class B Common Stock, Par Value $0.0001 Per Share | Disposition | 2020-12-10 | 400,000 | $0.00 | 472,162 | No | 4 | J | Indirect | By Front Street Equities, LLC |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | C | Indirect | By Front Street Equities, LLC |
| No | 4 | S | Indirect | By Front Street Equities, LLC |
| No | 4 | J | Indirect | By Front Street Equities, LLC |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Class A Common Stock, Par Value $0.0001 Per Share | Common Units | Disposition | 2020-12-10 | 400,000 | $0.00 | 400,000 | $0.00 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 472,162 | No | 4 | C | Indirect |
Reported Non-Derivative Holdings
| Sec. Name | Remaning Holdings | Nature of Ownership | Explanation |
|---|---|---|---|
| Class B Common Stock, Par Value $0.0001 Per Share | 270,636 | Direct | |
| Class B Common Stock, Par Value $0.0001 Per Share | 7,839 | Indirect | By wife |
Reported Derivative Holdings
| Sec. Name | Sec. Type | Price | Date | Expiration Date | Amount | Remaning Holdings | Nature of Ownership |
|---|---|---|---|---|---|---|---|
| Class A Common Stock, Par Value $0.0001 Per Share | Common Units | $0.00 | 270,636 | 270,636 | Direct | ||
| Class A Common Stock, Par Value $0.0001 Per Share | Common Units | $0.00 | 7,839 | 7,839 | Indirect |
| Expiration Date | Amount | Remaning Holdings | Nature of Ownership |
|---|---|---|---|
| 270,636 | 270,636 | Direct | |
| 7,839 | 7,839 | Indirect |
Footnotes
- Represents shares of Class A common stock, par value $0.0001 per share ("Class A Common Stock") of i3 Verticals, Inc. (the "Issuer") thatwere obtained upon a redemption of an equal number of common units in i3 Verticals, LLC (the "Common Units").
- Represents shares of Class A Common Stock held by Front Street Equities, LLC and First Avenue Partners II, L.P. Front Street Equities, LLC is the General Partner of, and exercises voting and investment power over shares held by, First Avenue Partners II, L.P. Voting and investment decisions at Front Street Equities, LLC are made by David Wilds, who serves as (a) a limited partner and managing member of First Avenue Partners II, L.P., and (b) the sole member of Front Street Equities, LLC. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his respective pecuniary interest therein, and the inclusion of these shares in this 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.
- Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, the shares of the Issuer's Class B common stock, par value $0.0001 per share ("Class B Common Stock") are cancelled for no consideration on a one-to-one basis upon redemption of the Common Units for shares of Class A Common Stock of the Issuer.
- Represents shares of Class B Common Stock held by Front Street Equities, LLC and First Avenue Partners II, L.P. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his respective pecuniary interest therein, and the inclusion of these shares in this 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.
- This 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.
- The Common Units may be redeemed by the holder at any time 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 redemption of a Common Unit for Class A Common Stock, any corresponding share of Class B Common Stock will be cancelled. The Common Units have no expiration date.
- Represents Common Units held by Front Street Equities, LLC and First Avenue Partners II, L.P. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein, and the inclusion of these Common Units in this 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.
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