Sec Form 4 Filing - Stone Laurence L @ JetPay Corp - 2018-12-06

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 Stone Laurence L 2. Issuer Name and Ticker or Trading Symbol JetPay Corp [ JTPY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 725 EAGLE FARM ROAD 3. Date of Earliest Transaction (MM/DD/YY) 12/06/2018 (Street) VILLANOVA, PA19085 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 12/06/2018 U 13,300 D 0 D Common Stock 12/06/2018 U 125,000 D 0 I See Footnote ( 2 ) Common Stock 12/06/2018 U 388,573 D 0 I See Footnote ( 3 ) Common Stock 12/06/2018 U 336,283 D 0 I See Footnote ( 4 )

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 Series A Preferred Stock $ 2.5 ( 5 ) 12/06/2018 U 33,667 ( 5 ) ( 5 ) Common Stock 4,040,040 ( 6 ) ( 7 ) 0 I See Footnote ( 8 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Stone Laurence L 725 EAGLE FARM ROAD VILLANOVA, PA19085 X X Sundara Investment Partners, LLC 725 EAGLE FARM ROAD VILLANOVA, PA19085 X Signatures /s/ Laurence L. Stone 12/06/2018 Signature of Reporting Person Date Sundara Investment Partners, LLC, By: Laurence L. Stone, Managing Member, /s/ Laurence L. Stone 12/06/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The common stock was tendered in exchange for $5.05 per share in the tender offer (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. ( 2 )Consists of shares of common stock owned by LHLJ, Inc., a Delaware corporation of which Mr. Stone is the sole stockholder. ( 3 )Consists of shares of common stock owned by Main Line Trading Partners, LLC, a Delaware limited liability company of which Mr. Stone is a managing member and owner of substantially all of the equity interests. ( 4 )Consists of shares of common stock owned by The Stone Family Trust, an irrevocable trust for the benefit of Mr. Stone's children, of which his wife serves as a trustee. ( 5 )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 commonstock 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 onDecember 6, 2018 was $2.50. ( 6 )Based on the Conversion Price on December 6, 2018. ( 7 )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. ( 8 )The Series A Preferred Stock is held by Sundara Investment Partners, LLC, of which Mr. Stone is the sole managing member, and, accordingly may also be deemed to have beneficial ownership of such shares.

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