Sec Form 4 Filing - Heiser Harold Russell Jr. @ FlexShopper, Inc. - 2018-11-08

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 Heiser Harold Russell Jr. 2. Issuer Name and Ticker or Trading Symbol FlexShopper, Inc. [ FPAY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CFO (Last) (First) (Middle) C/O FLEXSHOPPER, INC., 2700 NORTH MILITARY TRAIL, STE. 200 3. Date of Earliest Transaction (MM/DD/YY) 11/08/2018 (Street) BOCA RATON, FL33431 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 11/08/2018 C 602,974 A $ 0.93 649,596 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 Convertible Note ( 1 ) $ 0.93 11/08/2018 C 09/25/2018 09/27/2018( 2 ) Units ( 3 ) 602,974 $ 500,000 $ 0 ( 4 ) D Warrants (right to buy) $ 1.25 11/08/2018 C 301,487 11/08/2018 09/28/2023 Common Stock 301,487 $ 0.93 306,487 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Heiser Harold Russell Jr. C/O FLEXSHOPPER, INC. 2700 NORTH MILITARY TRAIL, STE. 200 BOCA RATON, FL33431 CFO Signatures /s/ H. Russell Heiser, Jr. by Mark Busch, as attorney-in-fact 11/08/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Half the principal amount of the Convertible Note (plus accrued and unpaid interest thereon) was convertible into the equity securities that were sold by the Issuer in its public offering registered on its Registration Statement on Form S-1 (Registration No. 333-226823) (the "Public Offering") at a conversion price equal to the price per equity security paid to the Issuer by the underwriters in the Public Offering. On September 28, 2018, the Issuer completed the Public Offering of units, each unit consisting of one share of common stock and one-half of one warrant, each whole warrant exercisable for one share of common stock at an exercise price of $1.25. ( 2 )The reporting person elected to convert the Convertible Note on September 25, 2018, but temporarily waived his right to receive the equity securities underlying the Convertible Note. ( 3 )Each unit consists of one share of common stock and one-half of one warrant, each whole warrant exercisable for one share of common stock. The shares of common stock and warrants that are part of the units were immediately separable and issued separately. ( 4 )Following the conversion of a portion of the Convertible Note reported in this row of Table II, the Convertible Note is no longer convertible into the Issuer's common stock.

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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