0001209191-23-029823.txt : 20230516 0001209191-23-029823.hdr.sgml : 20230516 20230516164358 ACCESSION NUMBER: 0001209191-23-029823 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230512 FILED AS OF DATE: 20230516 DATE AS OF CHANGE: 20230516 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WHITSON CLAY M CENTRAL INDEX KEY: 0001072796 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS BUSINESS SERVICES [7380] STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38532 FILM NUMBER: 23928248 MAIL ADDRESS: STREET 1: 40 BURTON HILLS BOULEVARD, SUITE 415 CITY: NASHVILLE STATE: TN ZIP: 37215 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: i3 Verticals, Inc. CENTRAL INDEX KEY: 0001728688 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 824052852 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 BUSINESS ADDRESS: STREET 1: 40 BURTON HILLS BLVD. STREET 2: SUITE 415 CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 800-203-7981 MAIL ADDRESS: STREET 1: 40 BURTON HILLS BLVD. STREET 2: SUITE 415 CITY: NASHVILLE STATE: TN ZIP: 37215 4 1 doc4.xml FORM 4 SUBMISSION X0407 4 2023-05-12 0 0001728688 i3 Verticals, Inc. IIIV 0001072796 WHITSON CLAY M 40 BURTON HILLS BLVD. SUITE 415 NASHVILLE TN 37215 1 1 0 0 Chief Financial Officer 0 Class B common stock, par value $0.0001 per share 2023-05-12 5 G 0 E 35570 0.00 D 0 I By Clay M. Whitson 2018 GRAT Class B common stock, par value $0.0001 per share 263292 D Common Units 2023-05-12 5 G 0 E 35570 0.00 D Class A common stock, par value $0.0001 per share 35570 0 I By Clay M. Whitson 2018 GRAT Common Units Class A common stock, par value $0.0001 per share 263292 263292 D The reporting person caused the Clay M. Whitson 2018 Grantor Retained Annuity Trust (the "Trust") to transfer for no consideration these shares of Class B common stock, par value $0.0001 per share (the "Class B Common Stock") of i3 Verticals, Inc. (the "Issuer"). Represents shares of Class B Common Stock of the Issuer held by the Trust. Certain of the reported directly owned shares of Class B Common Stock of the Issuer were transferred from the Trust, of which the Reporting Person is trustee and beneficiary, to the Reporting Person individually, in a transaction exempted by Rule 16a-13. Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, the shares of the Issuer's Class B Common Stock are cancellable for no consideration on a one-to-one basis upon any redemption of the common units in i3 Verticals, LLC (the "Common Units") for shares of Class A common stock, par value $0.0001 per share ("Class A Common Stock") of the Issuer. The Common Units may be redeemed by the Reporting Person 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 Reporting Person's redemption of a Common Unit for Class A Common Stock, any corresponding share of Class B Common Stock will be cancelled. The reporting person caused the Trust to transfer for no consideration these Common Units. All Common Units are fully vested and have no expiration date. Represents Common Units held by the Trust. Certain of the reported directly owned Common Units were transferred from the Trust to the Reporting Person individually, in a transaction exempted by Rule 16a-13. /s/ Paul Maple, Attorney-in-Fact for Clay M. Whitson 2023-05-16