Sec Form 4 Filing - Shah Bipin C @ Universal Business Payment Solutions Acquisition Corp - 2012-12-28

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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1. Name and Address of Reporting Person Shah Bipin C 2. Issuer Name and Ticker or Trading Symbol Universal Business Payment Solutions Acquisition Corp [ UBPS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) RADNOR FINANCIAL CENTER, 150 NORTH RADNOR-CHESTER ROAD, STE F-200 3. Date of Earliest Transaction (MM/DD/YY) 12/28/2012 (Street) RADNOR, PA19087 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, par value $0.001 12/28/2012 S 563,187 D $ 0.0083 205,865 D Common Stock, par value $0.001 12/28/2012 D V 141,866 A 347,731 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Call Options (obligation to sell) $ 0.005 12/28/2012 S 2 12/28/2012 12/27/2017 CommonStock 189,035 $ 0 2 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Shah Bipin C RADNOR FINANCIAL CENTER 150 NORTH RADNOR-CHESTER ROAD, STE F-200 RADNOR, PA19087 X Chief Executive Officer Signatures /s/ Peter Davidson, Attorney-in-Fact 01/14/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the approval of the "Warrant Proposal" (more fully described in the Definitive Proxy Statement on Schedule 14A filed by the Issuer on November 13, 2012) by a majority of the issued and outstanding warrants of the Issuer at a special meeting of the warrantholders on December 11, 2012, on December 28, 2012, the Issuer agreed to exchange each issued and outstanding warrant for .1333 shares of common stock of the Issuer.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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