SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* FLEXPOINT FUND II, L.P. (Last) (First) (Middle) C/O FLEXPOINT FORD, LLC 676 N. MICHIGAN AVE. STE. 3300 (Street) CHICAGO IL 60611 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol JetPay Corp [ JTPY ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 04/14/2014
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock(1)	$2.9(2)(3)	04/14/2014		P		4,667		(2)(3)	(2)(3)	Common Stock	482,793(4)	$300	38,000	D(5)
Series A Preferred Stock(1)	$2.9(2)(3)	11/07/2014		P		20,000		(2)(3)	(2)(3)	Common Stock	2,068,966(4)	$300	58,000	D(5)
Series A Preferred Stock(1)	$2.9(2)(3)	12/28/2014		P		33,333		(2)(3)	(2)(3)	Common Stock	3,448,241(4)	$300	91,333	D(5)
Series A Preferred Stock(1)	$2.9(2)(3)	08/09/2016		P		8,333		(2)(3)	(2)(3)	Common Stock	862,034(4)	$300	99,666	D(5)

1. Name and Address of Reporting Person* FLEXPOINT FUND II, L.P. (Last) (First) (Middle) C/O FLEXPOINT FORD, LLC 676 N. MICHIGAN AVE. STE. 3300 (Street) CHICAGO IL 60611 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* FLEXPOINT MANAGEMENT II, L.P. (Last) (First) (Middle) C/O FLEXPOINT FORD, LLC 676 N. MICHIGAN AVE. STE. 3300 (Street) CHICAGO IL 60611 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* FLEXPOINT ULTIMATE MANAGEMENT II, LLC (Last) (First) (Middle) C/O FLEXPOINT FORD, LLC 676 N. MICHIGAN AVE. STE. 3300 (Street) CHICAGO IL 60611 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* EDWARDS DONALD J (Last) (First) (Middle) C/O FLEXPOINT FORD, LLC 676 N. MICHIGAN AVE. STE. 3300 (Street) CHICAGO IL 60611 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The Series A Preferred Stock is convertible into Common Stock. The Series A Preferred Stock is subject to the terms and conditions of that certain Securities Purchase Agreement, among JetPay Corporation and Flexpoint Fund II, L.P., dated as of August 22, 2013, as amended and restated by that certain Amended and Restated Securities Purchase Agreement, by and among JetPay Corporation, Flexpoint Fund II L.P. and Sundara Investment Partners, LLC, dated as of October [ ], 2016 (as amended and restated, the "Purchase Agreement") and that certain Certificate of Designation, as amended, governing the Series A Preferred Stock.

2. The holders of the Series A Preferred Stock may convert shares of Series A Preferred Stock at any time, in whole or in part, into a number of shares of Common Stock equal to the quotient determined by dividing (i) the original issue price of $300 per share of Series A Preferred Stock, by (ii) the conversion price, then in effect ("Conversion Price"). The initial Conversion Price was $3.00. If at any time after October 11, 2013, subject to certain exceptions, JetPay Corporation issues shares of Common Stock or securities convertible or exercisable into Common Stock below the then-applicable conversion price, the conversion price will be adjusted downward; additionally, pursuant to the Purchase Agreement, the Series A Preferred Stock is also subject to downward adjustment in the case of indemnification claims made by Flexpoint Fund II, L.P. against JetPay Corporation. The Conversion Price is also subject to customary anti-dilution adjustments.

3. (Continued from Footnote 2) On August 6, 2015, the Conversion Price was adjusted to $2.90 due to an indemnification claim made by Flexpoint Fund II, L.P.

4. Based on the current Conversion Price of $2.90.

5. The Series A Preferred Stock is held directly by Flexpoint Fund II, L.P. The general partner of Flexpoint Fund II, L.P is Flexpoint Management II, L.P., of which the general partner is Flexpoint Ultimate Management II, LLC. The sole managing member of Flexpoint Ultimate Management II, LLC is Donald J. Edwards. Each of Flexpoint Management II, L.P., Flexpoint Ultimate Management II, LLC and Donald J. Edwards has disclaimed beneficial ownership of such shares of Series A Prefered Stock, except to the extent of its or his pecuniary interest therein.

Remarks:

	FLEXPOINT FUND II, L.P., By: FLEXPOINT MANAGEMENT II, L.P., its General Partner, By: FLEXPOINT ULTIMATE MANAGEMENT II, LLC, its General Partner, By: /s/ Donald J. Edwards, its Manager	10/24/2016
	FLEXPOINT MANAGEMENT II, L.P., By: FLEXPOINT ULTIMATE MANAGEMENT II, LLC, its General Partner, By: /s/ Donald J. Edwards, its Manager	10/24/2016
	FLEXPOINT ULTIMATE MANAGEMENT II, LLC, By: /s/ Donald J. Edwards, its Manager	10/24/2016
	/s/ Donald J. Edwards	10/24/2016
	** Signature of Reporting Person	Date
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