This Amendment No. 3 (this “Amendment”) amends and supplements the Statement on Schedule 13D
filed with the Securities and Exchange Commission (the “Commission”) October 28, 2016, as amended by Amendment No. 1 filed with the Commission March 29, 2017, and as further amended by Amendment No. 2 filed with the
Commission October 25, 2017 (the “Schedule 13D”) by the Reporting Persons. The Schedule 13D relates to shares of common stock, par value $0.001 per share (the “Common Stock”), of JetPay Corporation, a Delaware corporation
(the “Issuer”), including shares of Common Stock issuable upon conversion of shares of Series A preferred stock, par value $0.001 per share (“Series A Preferred Stock”). This Amendment is being filed as a result of the Reporting
Persons’ disposition of all shares of Series A Preferred Stock and Common Stock in the tender offer described herein. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Schedule 13D. Except
as otherwise provided herein, all Items of the Schedule 13D remain unchanged.
Item 4
.
Purpose of Transaction
Item 4 is hereby amended to add the following disclosure at the end such item:
Prior to the expiration of the Offer on December 4, 2018, the Reporting Persons tendered all of the shares of Series A Preferred Stock and Common Stock
beneficially owned by them. On December 6, 2018, Merger Sub accepted for payment all shares validly tendered in the Offer.
Item 5
.
Interest in Securities of the Issuer
Item 5 is hereby amended and restated in its entirety to read as follows:
(a) and (b) As a result of the completion of the Offer, the Reporting Persons no longer have any beneficial ownership of shares of Series A Preferred
Stock or Common Stock.
(c) The information set forth in Item 4 hereof is incorporated herein by reference.
(d) Inapplicable.
(e) The Reporting Persons ceased to be the
beneficial owners of more than five percent of the Common Stock on December 6, 2018.
Item 6.
Contracts, Arrangements, Understandings
or Relationships with respect to the Issuer
Item 6 is hereby amended to add the following disclosure:
The information set forth in Item 4 hereof is incorporated herein by reference.
