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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| 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) | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| FLEXPOINT FUND II, L.P. C/O FLEXPOINT FORD, LLC 676 N. MICHIGAN AVE. STE. 3300 CHICAGO, IL 60611 |
X | |||
| FLEXPOINT MANAGEMENT II, L.P. C/O FLEXPOINT FORD, LLC 676 N. MICHIGAN AVE. STE. 3300 CHICAGO, IL 60611 |
X | |||
| FLEXPOINT ULTIMATE MANAGEMENT II, LLC C/O FLEXPOINT FORD, LLC 676 N. MICHIGAN AVE. STE. 3300 CHICAGO, IL 60611 |
X | |||
| EDWARDS DONALD J C/O FLEXPOINT FORD, LLC 676 N. MICHIGAN AVE. STE. 3300 CHICAGO, IL 60611 |
X | X | ||
| 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 | |
| **Signature of Reporting Person | Date | |
| FLEXPOINT MANAGEMENT II, L.P., By: FLEXPOINT ULTIMATE MANAGEMENT II, LLC, its General Partner, By: /s/ Donald J. Edwards, its Manager | 10/24/2016 | |
| **Signature of Reporting Person | Date | |
| FLEXPOINT ULTIMATE MANAGEMENT II, LLC, By: /s/ Donald J. Edwards, its Manager | 10/24/2016 | |
| **Signature of Reporting Person | Date | |
| /s/ Donald J. Edwards | 10/24/2016 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (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. |