0001213900-16-012143.txt : 20160331 0001213900-16-012143.hdr.sgml : 20160331 20160331163036 ACCESSION NUMBER: 0001213900-16-012143 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160331 DATE AS OF CHANGE: 20160331 GROUP MEMBERS: ALAN JOSEPH FERRARO GROUP MEMBERS: BETSY COHEN GROUP MEMBERS: DANIEL G. COHEN GROUP MEMBERS: DGC FAMILY FINTECH TRUST GROUP MEMBERS: FRANK MASTRANGELO GROUP MEMBERS: JAMES J. MCENTEE, III GROUP MEMBERS: JEFF SHANAHAN GROUP MEMBERS: SHAMI PATEL SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FinTech Acquisition Corp CENTRAL INDEX KEY: 0001614818 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 465380892 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88738 FILM NUMBER: 161543622 BUSINESS ADDRESS: STREET 1: 712 FIFTH AVENUE, 12TH FLOOR STREET 2: C/O THE BANCORP CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212 506 3808 MAIL ADDRESS: STREET 1: 712 FIFTH AVENUE, 12TH FLOOR STREET 2: C/O THE BANCORP CITY: NEW YORK STATE: NY ZIP: 10019 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Fintech Investor Holdings, LLC CENTRAL INDEX KEY: 0001632686 IRS NUMBER: 472379351 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 712 FIFTH AVENUE STREET 2: 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-506-3808 MAIL ADDRESS: STREET 1: 712 FIFTH AVENUE STREET 2: 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 sc13d0316a1fintech_fintech.htm AMENDMENT NO 1 TO SCHEDULE 13D

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

 (Amendment No. 1)

 

FINTECH ACQUISITION CORP.

(Name of Issuer)

 

Common Stock, par value $0.001 per share

(Title of Class of Securities)

 

31809H209

(CUSIP Number)

 

FinTech Acquisition Corp.

712 Fifth Ave., 8th Floor

New York, New York 10019

212 506-3808

 

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)

 

March 31, 2016

(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 ☐.

 

 

 

 
 

 

CUSIP NO. 31809H209

 

1

NAME OF REPORTING PERSON

 

FINTECH INVESTOR HOLDINGS, LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) o

(b) o

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

 

WC

5

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

 

 ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

DELAWARE

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH*		 7

SOLE VOTING POWER

 

- 0 -

8

SHARED VOTING POWER

 

2,297,825

9

SOLE DISPOSITIVE POWER

 

- 0 -

10

SHARED DISPOSITIVE POWER

 

2,297,825

11*

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,297,825

12

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

 

 x
13*

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

16.7%

14

TYPE OF REPORTING PERSON

 

OO

       

* See Item 5.

 

 2 

 

 

CUSIP NO. 31809H209

 

1

NAME OF REPORTING PERSON

 

DGC FAMILY FINTECH TRUST

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) o

(b) o

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

 

OO

5

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

 

 ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Florida

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON  WITH*		 7

SOLE VOTING POWER

 

- 0 -

8

SHARED VOTING POWER

 

357,881

9

SOLE DISPOSITIVE POWER

 

- 0 -

10

SHARED DISPOSITIVE POWER

 

357,881

11*

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

357,881

12

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

 

 x
13*

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

2.6%

14

TYPE OF REPORTING PERSON

 

OO

       

* See Item 5.

 

 3 

 

 

CUSIP NO. 31809H209

 

1

NAME OF REPORTING PERSON

 

Daniel G. Cohen

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) o

(b) o

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

 

PF

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

 

2,913,587

9

SOLE DISPOSITIVE POWER

 

- 257,881 -

10

SHARED DISPOSITIVE POWER

 

2,655,706

11*

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,913,587

12

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

 

 x
13*

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

21.2%

14

TYPE OF REPORTING PERSON

 

IN

       

* See Item 5.

 

 4 

 

 

CUSIP NO. 31809H209

 

1

NAME OF REPORTING PERSON

 

Betsy Cohen

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) o

(b) o

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

 

PF

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

 

357,881

9

SOLE DISPOSITIVE POWER

 

357,881

10

SHARED DISPOSITIVE POWER

 

-0-

11*

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

357,881

12

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

 

 x
13*

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

2.6%

14

TYPE OF REPORTING PERSON

 

IN

       

* See Item 5.

 

 5 

 

 

CUSIP NO. 31809H209

 

1

NAME OF REPORTING PERSON

 

James J. McEntee, III

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) o

(b) o

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

 

PF

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

 

87,288

9

SOLE DISPOSITIVE POWER

 

87,288

10

SHARED DISPOSITIVE POWER

 

-0-

11*

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

87,288

12

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

 

 x
13*

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.6%

14

TYPE OF REPORTING PERSON

 

IN

       

* See Item 5.

 

 6 

 

 

CUSIP NO. 31809H209

 

1

NAME OF REPORTING PERSON

 

Shami Patel

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) o

(b) o

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

 

PF

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

 

90,000

9

SOLE DISPOSITIVE POWER

 

90,000

10

SHARED DISPOSITIVE POWER

 

-0-

11*

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

90,000

12

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

 

 x
13*

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.7%

14

TYPE OF REPORTING PERSON

 

IN

       

* See Item 5.

 

 7 

 

 

CUSIP NO. 31809H209

 

1

NAME OF REPORTING PERSON

 

Alan Joseph Ferraro

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) o

(b) o

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

 

PF

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

 

10,000

9

SOLE DISPOSITIVE POWER

 

10,000

10

SHARED DISPOSITIVE POWER

 

-0-

11*

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

10,000

12

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

 

 x
13*

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

Less than 0.1%

14

TYPE OF REPORTING PERSON

 

IN

       

* See Item 5.

 

 8 

 

 

CUSIP NO. 31809H209

 

1

NAME OF REPORTING PERSON

 

Frank Mastrangelo

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) o

(b) o

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

 

PF

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

 

174,576

9

SOLE DISPOSITIVE POWER

 

174,576

10

SHARED DISPOSITIVE POWER

 

-0-

11*

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

174,576

12

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

 

 x
13*

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

1.3%

14

TYPE OF REPORTING PERSON

 

IN

       

* See Item 5.

 

 9 

 

 

CUSIP NO. 31809H209

 

1

NAME OF REPORTING PERSON

 

Jeff Shanahan

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) o

(b) o

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

 

OO

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

 

3,633,333

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

-0-

11*

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,633,333

12

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

 

 ¨
13*

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

26.5%

14

TYPE OF REPORTING PERSON

 

IN

       

* See Item 5.

 

 10 

 

 

Item 1. Security and Issuer.

 

This Amendment No. 1 to Schedule 13D (“Amendment No. 1”) amends the Schedule 13D filed on March 16, 2016 (the “Original Schedule 13D”), and relates to the common stock, par value $0.001 per share (“Shares”), of FinTech Acquisition Corp., a Delaware corporation (the “Issuer”).  The address of the principal executive office of the Issuer is 712 Fifth Ave., 8th Floor, New York, NY 10019. This Amendment No. 1 is being filed solely to amend Item 4 and Item 6 to voluntarily provide additional information, as set forth below. Capitalized terms used herein and not otherwise defined in this Amendment No. 1 have the meanings set forth in the Original Schedule 13D.

 

Item 4. Purpose of Transaction.

 

Item 4 of the Original Schedule 13D is hereby amended to add the following:

 

In connection with the Merger, at any time prior to the special meeting to approve the Merger, the Initial Shareholders, which include certain of the Issuer’s officers, directors and other affiliates, may enter into transactions with stockholders and other persons with respect to the Issuer’s securities to provide such investors or other persons with incentives in connection with the approval and consummation of the Merger. While the exact nature such incentives has not yet been determined, they might include, without limitation, arrangements to purchase shares from or sell shares to such investors and persons at nominal prices or prices other than fair market value.  The Initial Shareholders will only effect such transactions when they are not then aware of any material nonpublic information regarding the Issuer, Target or their respective securities.

 

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

 

Item 6 of the Original Schedule 13D is hereby amended to add the following:

 

In connection with the Merger, at any time prior to the special meeting to approve the Merger, the Initial Shareholders, which include certain of the Issuer’s officers, directors and other affiliates, may enter into transactions with stockholders and other persons with respect to the Issuer’s securities to provide such investors or other persons with incentives in connection with the approval and consummation of the Merger. While the exact nature such incentives has not yet been determined, they might include, without limitation, arrangements to purchase shares from or sell shares to such investors and persons at nominal prices or prices other than fair market value.  The Initial Shareholders will only effect such transactions when they are not then aware of any material nonpublic information regarding the Issuer, Target or their respective securities.

 

 11 

 

 

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: March 31, 2016

 

  FINTECH INVESTOR HOLDINGS, LLC
   
  By: /s/ Daniel G. Cohen
    Name: Daniel G. Cohen
    Title: Managing Member

 

  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/ Alan Joseph Ferraro
  ALAN JOSEPH FERRARO
   
  /s/ Frank Mastrangelo
  FRANK MASTRANGELO

 

  /s/ James J. McEntee, III
  JAMES J. MCENTEE, III

 

  /s/ Shami Patel
  SHAMI PATEL

 

  /s/ Jeff Shanahan
  JEFF SHANAHAN

 

[FinTech Acquisition Corp. – Schedule 13D/A]

 

 

12