0001628280-18-008349.txt : 20180625
0001628280-18-008349.hdr.sgml : 20180625
20180625213014
ACCESSION NUMBER: 0001628280-18-008349
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20180625
FILED AS OF DATE: 20180625
DATE AS OF CHANGE: 20180625
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: HARRISON JOHN C.
CENTRAL INDEX KEY: 0001738150
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38532
FILM NUMBER: 18918149
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
wf-form4_152997659734052.xml
FORM 4
X0306
4
2018-06-25
0
0001728688
i3 Verticals, Inc.
IIIV
0001738150
HARRISON JOHN C.
40 BURTON HILLS BOULEVARD
SUITE 415
NASHVILLE
TN
37215
1
0
0
0
Class B common stock, par value $0.0001 per share
2018-06-25
4
J
0
1759478
A
1759478
I
By HMP III GP, LLC
Stock Option (Right to Buy)
13.0
2018-06-25
4
A
0
10000
0
A
2028-06-25
Class A common stock, par value $0.0001 per share
10000.0
10000
D
Common Units
2018-06-25
4
J
0
1759478
A
Class A common stock, par value $0.0001 per share
1759478.0
1759478
I
By HMP III GP, LLC
Pursuant to the Reorganization Transactions (as defined in i3 Verticals, Inc.'s (the "Issuer") Registration Statement on Form S-1, as amended (File No. 333-225214) (the "Registration Statement")) as part of the Issuer's initial public offering ("IPO"), the Reporting Person's equity ownership in i3 Verticals, LLC was converted into newly issued common units in i3 Verticals, LLC (each a "Common Unit") together with an equal number of shares of Class B common stock, par value $0.0001 per share (the "Class B Common Stock"), in the Issuer. The shares of Class B Common Stock (i) confer no incidents of economic ownership on the holders thereof, (ii) only confer voting rights on the holders thereof and (iii) may only be issued, on a one-for-one basis, to the holders of Common Units.
Represents shares of Class B Common Stock held by HMP III Equity Holdings, LLC ("HMPEH") and Harbert Mezzanine Partners III, L.P. ("HMPLP"). HMP III GP, LLC ("HMPGP") is the General Partner of HMPLP which is the managing member of HMPEH. The Reporting Person serves as a voting member of the investment committee of HMPGP. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.
The option vests ratably in three equal annual installments beginning on the first anniversary of the grant date, subject to the Reporting Person's continued service with the Issuer.
The vested Common Units may be redeemed by the Reporting Person at any time following the closing of the Issuer's IPO for an equal number of shares of Class A common stock, par value $0.0001 per share (the "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.
Pursuant to the Reorganization Transactions (as defined in the Registration Statement) as part of the Issuer's IPO, the Reporting Person's equity ownership in i3 Verticals, LLC was converted into newly issued Common Units together with an equal number of Class B Common Stock, in the Issuer.
Represents Common Units held by HMPEH and HMPLP. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.
/s/ Paul Maple, Attorney-in-Fact
for John C. Harrison
2018-06-25