Check the appropriate box to designate
the rule pursuant to which this Schedule is filed:
The information required in the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act
of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
|
|
|
|
|
|
|
1.
|
|
Names of reporting persons.
FinTech Masala Holdings,
LLC
|
2.
|
|
Check the appropriate box
if a member of a group (see instructions)
(a)
¨
(b)
¨
|
3.
|
|
SEC use only
|
4.
|
|
Citizenship or place of organization
Delaware
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
5.
|
|
Sole voting power
0
|
|
6.
|
|
Shared voting power
9,551,460**
|
|
7.
|
|
Sole dispositive power
0
|
|
8.
|
|
Shared dispositive power
9,551,460**
|
9.
|
|
Aggregate amount beneficially
owned by each reporting person
9,551,460**
|
10.
|
|
Check if the aggregate amount
in Row (9) excludes certain shares (see instructions)
N/A
|
11.
|
|
Percent of class represented
by amount in Row (9)
21.6%
|
12.
|
|
Type of reporting person
(see instructions)
OO
|
** See Item 4 of this filing.
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|
|
|
|
|
|
1.
|
|
Names of reporting persons.
FinTech Masala, LLC
|
2.
|
|
Check the appropriate box
if a member of a group (see instructions)
(a)
¨
(b)
¨
|
3.
|
|
SEC use only
|
4.
|
|
Citizenship or place of organization
Delaware
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
5.
|
|
Sole voting power
0
|
|
6.
|
|
Shared voting power
9,551,460**
|
|
7.
|
|
Sole dispositive power
0
|
|
8.
|
|
Shared dispositive power
9,551,460**
|
9.
|
|
Aggregate amount beneficially
owned by each reporting person
9,551,460**
|
10.
|
|
Check if the aggregate amount
in Row (9) excludes certain shares (see instructions)
N/A
|
11.
|
|
Percent of class represented
by amount in Row (9)
21.6%
|
12.
|
|
Type of reporting person
(see instructions)
OO
|
** See Item 4 of this filing.
|
|
|
|
|
|
|
1.
|
|
Names of reporting persons.
Cohen Sponsor Interests
III, LLC
|
2.
|
|
Check the appropriate box
if a member of a group (see instructions)
(a)
¨
(b)
¨
|
3.
|
|
SEC use only
|
4.
|
|
Citizenship or place of organization
Delaware
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
5.
|
|
Sole voting power
0
|
|
6.
|
|
Shared voting power
9,551,460**
|
|
7.
|
|
Sole dispositive power
0
|
|
8.
|
|
Shared dispositive power
9,551,460**
|
9.
|
|
Aggregate amount beneficially
owned by each reporting person
9,551,460**
|
10.
|
|
Check if the aggregate amount
in Row (9) excludes certain shares (see instructions)
N/A
|
11.
|
|
Percent of class represented
by amount in Row (9)
21.6%
|
12.
|
|
Type of reporting person
(see instructions)
OO
|
** See Item 4 of this filing.
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|
|
|
|
|
|
1.
|
|
Names of reporting persons.
FinTech Investor Holdings
III, LLC
|
2.
|
|
Check the appropriate box
if a member of a group (see instructions)
(a) ☐ (b) ☐
|
3.
|
|
SEC use only
|
4.
|
|
Citizenship or place of organization
Delaware
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
5.
|
|
Sole voting power
0
|
|
6.
|
|
Shared voting power
2,275,130**
|
|
7.
|
|
Sole dispositive power
0
|
|
8.
|
|
Shared dispositive power
2,275,130**
|
9.
|
|
Aggregate amount beneficially
owned by each reporting person
2,275,130**
|
10.
|
|
Check if the aggregate amount
in Row (9) excludes certain shares (see instructions)
N/A
|
11.
|
|
Percent of class represented
by amount in Row (9)
5.1%
|
12.
|
|
Type of reporting person
(see instructions)
OO
|
** See Item 4 of this filing.
|
|
|
|
|
|
|
1.
|
|
Names of reporting persons.
3FIII, LLC
|
2.
|
|
Check the appropriate box
if a member of a group (see instructions)
(a) ☐ (b)
¨
|
3.
|
|
SEC use only
|
4.
|
|
Citizenship or place of organization
Delaware
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
5.
|
|
Sole voting power
0
|
|
6.
|
|
Shared voting power
2,608,832**
|
|
7.
|
|
Sole dispositive power
0
|
|
8.
|
|
Shared dispositive power
2,608,832**
|
9.
|
|
Aggregate amount beneficially
owned by each reporting person
2,608,832**
|
10.
|
|
Check if the aggregate amount
in Row (9) excludes certain shares (see instructions)
N/A
|
11.
|
|
Percent of class represented
by amount in Row (9)
5.9%
|
12.
|
|
Type of reporting person
(see instructions)
OO
|
** See Item 4 of this filing.
|
|
|
|
|
|
|
1.
|
|
Names of reporting persons.
FinTech Masala Advisors,
LLC
|
2.
|
|
Check the appropriate box
if a member of a group (see instructions)
(a) ☐ (b)
¨
|
3.
|
|
SEC use only
|
4.
|
|
Citizenship or place of organization
Delaware
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
5.
|
|
Sole voting power
0
|
|
6.
|
|
Shared voting power
4,667,498**
|
|
7.
|
|
Sole dispositive power
0
|
|
8.
|
|
Shared dispositive power
4,667,498**
|
9.
|
|
Aggregate amount beneficially
owned by each reporting person
4,667,498**
|
10.
|
|
Check if the aggregate amount
in Row (9) excludes certain shares (see instructions)
N/A
|
11.
|
|
Percent of class represented
by amount in Row (9)
10.5%
|
12.
|
|
Type of reporting person
(see instructions)
OO
|
** See Item 4 of this filing.
FinTech Acquisition Corp.
III (the “Issuer”)
|
(b)
|
Address
of Issuer’s Principal Executive Offices
|
2929 Arch Street, Suite
1703
Philadelphia, PA 19104
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(a)
|
Name
of Person Filing
|
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(1)
|
FinTech
Masala Holdings, LLC
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(2)
|
FinTech
Masala, LLC
|
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(3)
|
Cohen Sponsor Interests III, LLC
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(4)
|
FinTech Investor Holdings III, LLC
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(5)
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3FIII, LLC
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(6)
|
FinTech Masala Advisors, LLC (collectively, the “Reporting
Persons”)
|
|
(b)
|
Address
of Principal Business Office or, if none, Residence
|
The business
address of each of the Reporting Persons is c/o FinTech Acquisition Corp. III, 2929 Arch Street, Suite 1703, Philadelphia, PA
19104.
Each of FinTech
Masala Holdings, LLC, FinTech Masala, LLC, Cohen Sponsor Interests III, LLC, FinTech Investor Holdings III, LLC, 3FIII, LLC and
FinTech Masala Advisors, LLC is a Delaware limited liability company.
|
(d)
|
Title
of Class of Securities
|
Class A Common Stock,
par value $0.0001 per share
31811A101
Item 3.
|
If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
|
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|
|
|
|
(a)
|
¨
|
Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o);
|
|
|
|
|
|
(b)
|
¨
|
Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
|
|
|
|
|
|
(c)
|
¨
|
Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
|
|
|
|
|
|
(d)
|
¨
|
Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8) ;
|
|
|
|
|
|
(e)
|
¨
|
An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
|
|
|
|
|
|
(f)
|
¨
|
An
employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
|
|
|
|
|
|
(g)
|
¨
|
A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
|
|
|
|
|
|
(h)
|
¨
|
A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
|
|
|
|
|
(i)
|
¨
|
A
church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company
Act of 1940 (15 U.S.C. 80a-3);
|
|
|
|
|
|
(j)
|
¨
|
A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
|
|
|
|
|
|
(k)
|
¨
|
Group,
in accordance with §240.13d-1(b)(1)(ii)(K).
|
If filing as
a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:
The information required
by Items 4(a)-(c) is set forth in Rows 1 and 5 through 11 of the cover page for each Reporting Person and is incorporated herein
by reference for each such Reporting Person. The beneficial ownership percentage for each Reporting Person is based on 44,287,500
shares of the Issuer’s common stock outstanding as of November 21, 2018.
FinTech Investor Holdings III, LLC (“Holdings”)
is the direct beneficial owner of 425,000 shares of the Issuer’s Class A common stock and 1,850,130 shares of the Issuer’s
Class B common stock. 3FIII, LLC (“3FIII”) is the direct beneficial owner of 405,000 shares of the Issuer’s
Class A common stock and 2,203,832 shares of the Issuer’s Class B common stock. FinTech Masala Advisors, LLC (“Masala
Advisors” and together with Holdings and 3FIII, the “Sponsors”) is the direct beneficial owner of 4,667,498
shares of the Issuer’s Class B common stock. The shares of Class B common stock held by the Sponsors will automatically
convert into shares of Class A common stock at the time of the Issuer's initial business combination on a one-for-one basis, subject
to certain adjustments described in the Issuer's charter documents.
Cohen Sponsor
Interests III, LLC is the manager of each of the Sponsors. FinTech Masala, LLC is the sole member of Cohen Sponsor Interests III,
LLC. FinTech Masala Holdings, LLC is the sole member of FinTech Masala, LLC. FinTech Masala Holdings, LLC is in turn managed by
its members, none of which is deemed a beneficial owner of the Issuer’s securities held by FinTech Masala Holdings, LLC
based on the so-called “rule of three.” As a result of the foregoing, each of Cohen Sponsor Interests III, LLC, FinTech
Masala, LLC and FinTech Masala Holdings, LLC shares voting and investment power over the shares of the Issuer’s common stock
held directly by the Sponsors.
Item 5.
|
Ownership of Five Percent
or Less of a Class
|
N/A
Item 6.
|
Ownership of More than
Five Percent on Behalf of Another Person.
|
See Item 4.
Item 7.
|
Identification and Classification
of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
|
N/A
Item 8.
|
Identification and Classification
of Members of the Group
|
N/A
Item 9.
|
Notice of Dissolution
of Group.
|
N/A
N/A
SIGNATURE
After reasonable inquiry and
to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is
true, complete and correct.
February
13, 2019
|
FINTECH
MASALA HOLDINGS, LLC
|
|
|
|
|
By:
|
/s/
Daniel G. Cohen
|
|
Name:
|
Daniel
G. Cohen
|
|
Title:
|
President
|
|
|
|
|
FINTECH
MASALA, LLC
|
|
|
|
|
By:
|
FinTech
Masala Holdings, LLC, its sole member
|
|
|
|
|
By:
|
/s/
Daniel G. Cohen
|
|
Name:
|
Daniel G.
Cohen
|
|
Title:
|
President
|
|
|
|
|
COHEN
SPONSOR INTERESTS III, LLC
|
|
|
|
|
By:
|
FinTech Masala,
LLC, its sole member
|
|
|
|
|
By:
|
FinTech
Masala Holdings, LLC, its sole member
|
|
|
|
|
By:
|
/s/ Daniel
G. Cohen
|
|
Name:
|
Daniel
G. Cohen
|
|
Title:
|
President
|
|
|
|
|
FINTECH
INVESTOR HOLDINGS III, LLC
|
|
|
|
|
By:
|
Cohen Sponsor
Interests III, LLC, its manager
|
|
|
|
|
By:
|
FinTech Masala,
LLC, its sole member
|
|
|
|
|
By:
|
FinTech Masala
Holdings, LLC, its sole member
|
|
|
|
|
By:
|
/s/ Daniel
G. Cohen
|
|
Name:
|
Daniel
G. Cohen
|
|
Title:
|
President
|
|
|
|
|
3FIII,
LLC
|
|
|
|
|
By:
|
Cohen
Sponsor Interests III, LLC, its manager
|
|
|
|
|
By:
|
FinTech Masala,
LLC, its sole member
|
|
|
|
|
By:
|
FinTech Masala
Holdings, LLC, its sole member
|
|
|
|
|
By:
|
/s/
Daniel G. Cohen
|
|
Name:
|
Daniel G.
Cohen
|
|
Title:
|
President
|
|
|
|
|
FINTECH
MASALA ADVISORS, LLC
|
|
|
|
|
By:
|
Cohen Sponsor
Interests III, LLC, its manager
|
|
|
|
|
By:
|
FinTech Masala,
LLC, its sole member
|
|
|
|
|
By:
|
FinTech Masala
Holdings, LLC, its sole member
|
|
|
|
|
By:
|
/s/ Daniel
G. Cohen
|
|
Name:
|
Daniel
G. Cohen
|
|
Title:
|
President
|
EXHIBIT
I
JOINT
FILING AGREEMENT
The undersigned acknowledge
and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments
to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional
joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments,
and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible
for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason
to believe that such information is inaccurate.
DATED as of February 13, 2019
|
FINTECH
MASALA HOLDINGS, LLC
|
|
|
|
|
By:
|
/s/
Daniel G. Cohen
|
|
Name:
|
Daniel
G. Cohen
|
|
Title:
|
President
|
|
|
|
|
FINTECH
MASALA, LLC
|
|
|
|
|
By:
|
FinTech
Masala Holdings, LLC, its sole member
|
|
|
|
|
By:
|
/s/
Daniel G. Cohen
|
|
Name:
|
Daniel G.
Cohen
|
|
Title:
|
President
|
|
|
|
|
COHEN
SPONSOR INTERESTS III, LLC
|
|
|
|
|
By:
|
FinTech Masala,
LLC, its sole member
|
|
|
|
|
By:
|
FinTech
Masala Holdings, LLC, its sole member
|
|
|
|
|
By:
|
/s/ Daniel
G. Cohen
|
|
Name:
|
Daniel
G. Cohen
|
|
Title:
|
President
|
|
|
|
|
FINTECH
INVESTOR HOLDINGS III, LLC
|
|
|
|
|
By:
|
Cohen Sponsor
Interests III, LLC, its manager
|
|
|
|
|
By:
|
FinTech Masala,
LLC, its sole member
|
|
|
|
|
By:
|
FinTech Masala
Holdings, LLC, its sole member
|
|
|
|
|
By:
|
/s/ Daniel
G. Cohen
|
|
Name:
|
Daniel
G. Cohen
|
|
Title:
|
President
|
|
|
|
|
3FIII,
LLC
|
|
|
|
|
By:
|
Cohen
Sponsor Interests III, LLC, its manager
|
|
|
|
|
By:
|
FinTech Masala,
LLC, its sole member
|
|
|
|
|
By:
|
FinTech Masala
Holdings, LLC, its sole member
|
|
|
|
|
By:
|
/s/
Daniel G. Cohen
|
|
Name:
|
Daniel G.
Cohen
|
|
Title:
|
President
|
|
|
|
|
FINTECH
MASALA ADVISORS, LLC
|
|
|
|
|
By:
|
Cohen Sponsor
Interests III, LLC, its manager
|
|
|
|
|
By:
|
FinTech Masala,
LLC, its sole member
|
|
|
|
|
By:
|
FinTech Masala
Holdings, LLC, its sole member
|
|
|
|
|
By:
|
/s/ Daniel
G. Cohen
|
|
Name:
|
Daniel
G. Cohen
|
|
Title:
|
President
|