0001628280-18-008353.txt : 20180625 0001628280-18-008353.hdr.sgml : 20180625 20180625213214 ACCESSION NUMBER: 0001628280-18-008353 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: BERTKE ROBERT CENTRAL INDEX KEY: 0001737502 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38532 FILM NUMBER: 18918156 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_152997671794674.xml FORM 4 X0306 4 2018-06-25 0 0001728688 i3 Verticals, Inc. IIIV 0001737502 BERTKE ROBERT 40 BURTON HILLS BOULEVARD SUITE 415 NASHVILLE TN 37215 0 1 0 0 Chief Technology Officer Class B common stock, par value $0.0001 per share 2028-06-25 4 J 0 34868 A 34868 D Stock Option (Right to Buy) 13.0 2018-06-25 4 A 0 100000 0 A 2028-06-25 Class A common stock, par value $0.0001 per share 100000.0 100000 D Common Units 2018-06-25 4 J 0 34868 A Class A common stock, par value $0.0001 per share 34868.0 34868 D 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. 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. 27,894 Common Units are vested and 6,974 Common Units will vest on August 10, 2020, subject to the Reporting Person's continued service with the Issuer. The Common Units have no expiration date. /s/ Paul Maple, Attorney-in-Fact for Robert Bertke 2018-06-25