JTPY Jetpay Corp. (delisted)

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JETPAY CORPORATION

2013 STOCK INCENTIVE PLAN (AS AMENDED)

AND

JETPAY CORPORATION EMPLOYEE STOCK PURCHASE PLAN

(Full Title of the Plan)

Diane (Vogt) Faro

Chief Executive Officer

7450 Tilghman Street

Suite 170

Allentown, PA 18106

(Name and address of agent for service)

(610) 797-9500

(Telephone number, including area code, of agent for service)

Copies of all communications to:

James A. Lebovitz, Esq.

Dechert LLP

Cira Centre

2929 Arch Street

Philadelphia, Pennsylvania 19104

(215) 994-4000

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Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

DEREGISTRATION OF SECURITIES

    JetPay Corporation (the “ Registrant ”) previously registered shares of the Registrant’s common stock, par value $0.001 per share (“ Common Stock ”), under a registration statement on Form S-8 (a “ Registration Statement ,”) concerning shares of Common Stock that were issuable or issued under each of the Registrant’s 2013 Stock Incentive Plan, as amended, and JetPay Corporation Employee Stock Purchase Plan (collectively, the “ Plans ”).

    On December 6, 2018, pursuant to that certain Agreement and Plan of Merger, dated as of October 19, 2018, by and among the Registrant, NCR Corporation (“ Parent ”), and Orwell Acquisition Corporation, a wholly owned subsidiary of Parent (“ Merger Sub ”), Merger Sub merged with and into the Registrant, with the Registrant surviving as a wholly owned subsidiary of Parent (the “ Merger ”).

    As a result of the Merger, the Registrant is no longer issuing securities under the Plans. This Post-Effective Amendment No. 1 is being filed to deregister the remaining unissued shares of Common Stock that were registered for issuance pursuant to the below-referenced Registration Statement in connection with the Plans: