Sec Form 4 Filing - FLEXPOINT FUND II, L.P. @ 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 FLEXPOINT FUND II, L.P. 2. Issuer Name and Ticker or Trading Symbol JetPay Corp [ JTPY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O FLEXPOINT FORD, LLC, 676 N. MICHIGAN AVE. STE. 3300 3. Date of Earliest Transaction (MM/DD/YY) 12/06/2018 (Street) CHICAGO, IL60611 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

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 ( 1 ) 12/06/2018 U 99,666 ( 1 ) ( 1 ) Common Stock 11,959,920 ( 2 ) ( 3 ) 0 D ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other FLEXPOINT FUND II, L.P. C/O FLEXPOINT FORD, LLC 676 N. MICHIGAN AVE. STE. 3300 CHICAGO, IL60611 X FLEXPOINT MANAGEMENT II, L.P. C/O FLEXPOINT FORD, LLC 676 N. MICHIGAN AVE. STE. 3300 CHICAGO, IL60611 X FLEXPOINT ULTIMATE MANAGEMENT II, LLC C/O FLEXPOINT FORD, LLC 676 N. MICHIGAN AVE. STE. 3300 CHICAGO, IL60611 X EDWARDS DONALD J C/O FLEXPOINT FORD, LLC 676 N. MICHIGAN AVE. STE. 3300 CHICAGO, IL60611 X Signatures 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 12/06/2018 Signature of Reporting Person Date FLEXPOINT MANAGEMENT II, L.P., By: FLEXPOINT ULTIMATE MANAGEMENT II, LLC, its General Partner, By: /s/ Donald J. Edwards, its Manager 12/06/2018 Signature of Reporting Person Date FLEXPOINT ULTIMATE MANAGEMENT II, LLC, By: /s/ Donald J. Edwards, its Manager 12/06/2018 Signature of Reporting Person Date /s/ Donald J. Edwards 12/06/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )Based on the Conversion Price on December 6, 2018. ( 3 )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. ( 4 )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.

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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