Statement of Changes in Beneficial Ownership (4)
December 06 2018 - 5:35PM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
FLEXPOINT FUND II, L.P.
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2. Issuer Name
and
Ticker or Trading Symbol
JetPay Corp
[
JTPY
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O FLEXPOINT FORD, LLC, 676 N. MICHIGAN AVE. STE. 3300
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3. Date of Earliest Transaction
(MM/DD/YYYY)
12/6/2018
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(Street)
CHICAGO, IL 60611
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Series A Preferred Stock
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$2.50
(1)
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12/6/2018
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U
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99666
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(1)
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(1)
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Common Stock
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11959920
(2)
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(3)
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0
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D
(4)
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Explanation of Responses:
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(1)
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Prior to the disposition reported hereby, the holders of the Series A Preferred Stock were entitled to convert their 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 Conversion Price on December 6, 2018 was $2.50.
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(2)
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Based on the Conversion Price on December 6, 2018.
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(3)
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The Series A Preferred Stock was tendered in exchange for $5.05 per each share of common stock underlying the Series A Preferred Stock in the tender offer made pursuant to the Agreement and Plan of Merger, dated as of October 19, 2018, by and among NCR Corporation, Orwell Acquisition Corporation and JetPay Corporation.
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(4)
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The Series A Preferred Stock was 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 disclaimed beneficial ownership of such shares of Series A Preferred Stock, except to the extent of its or his pecuniary interest therein.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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FLEXPOINT FUND II, L.P.
C/O FLEXPOINT FORD, LLC
676 N. MICHIGAN AVE. STE. 3300
CHICAGO, IL 60611
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X
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FLEXPOINT MANAGEMENT II, L.P.
C/O FLEXPOINT FORD, LLC
676 N. MICHIGAN AVE. STE. 3300
CHICAGO, IL 60611
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X
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FLEXPOINT ULTIMATE MANAGEMENT II, LLC
C/O FLEXPOINT FORD, LLC
676 N. MICHIGAN AVE. STE. 3300
CHICAGO, IL 60611
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X
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EDWARDS DONALD J
C/O FLEXPOINT FORD, LLC
676 N. MICHIGAN AVE. STE. 3300
CHICAGO, IL 60611
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X
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Signatures
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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
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12/6/2018
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**
Signature of Reporting Person
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Date
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FLEXPOINT MANAGEMENT II, L.P., By: FLEXPOINT ULTIMATE MANAGEMENT II, LLC, its General Partner, By: /s/ Donald J. Edwards, its Manager
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12/6/2018
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**
Signature of Reporting Person
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Date
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FLEXPOINT ULTIMATE MANAGEMENT II, LLC, By: /s/ Donald J. Edwards, its Manager
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12/6/2018
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**
Signature of Reporting Person
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Date
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/s/ Donald J. Edwards
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12/6/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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