Sec Form 4 Filing - Priore Thomas Charles @ Priority Technology Holdings, Inc. - 2019-11-15

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 Priore Thomas Charles 2. Issuer Name and Ticker or Trading Symbol Priority Technology Holdings, Inc. [ PRTH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) President, CEO and Chairman (Last) (First) (Middle) C/O PRIORITY TECHNOLOGY HOLDINGS, INC., 2001 WESTSIDE PARKWAY, SUITE 155 3. Date of Earliest Transaction (MM/DD/YY) 11/15/2019 (Street) ALPHARETTA, GA30004 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 11/15/2019 G( 1 ) V 12,500,000 D $ 0 33,613,250 D Common Stock 11/15/2019 G V 12,500,000 A $ 0 13,120,810 I footnote ( 2 )

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Priore Thomas Charles C/O PRIORITY TECHNOLOGY HOLDINGS, INC. 2001 WESTSIDE PARKWAY, SUITE 155 ALPHARETTA, GA30004 X X President, CEO and Chairman Priority Incentive Equity Holdings, LLC 2001 WESTSIDE PARKWAY, SUITE 155 ALPHARETTA, GA30004 X X President, CEO and Chairman Signatures /s/ Thomas Priore 11/19/2019 Signature of Reporting Person Date /s/ Priority Incentive Equity Holdings LLC, by: Priority Investment Holdings LLC, its Manager, By: /s/ Thomas Priore, its Managing Manager 11/19/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On November 15, 2019, the reporting person contributed 2,500,000 shares of PRTH common stock to Lori A. Priore, the reporting person's spouse, and Bertrand H. Smyers, in their capacity as trustees of the Thomas C. Priore Irrevocable Insurance Trust u/a/d 1/8/2010, for the benefit of his spouse and his children. On November 15, 2019, the reporting person also contributed 10,000,000 shares of PRTH common stock to Lori A. Priore, in her capacity as trustee of the Thomas Priore 2019 GRAT, for the benefit of his spouse and his children. ( 2 )Includes 620,810 shares held directly by Priority Incentive Equity Holdings, LLC. Thomas Priore is the managing member of Priority Investment Holdings LLC, which is the non-member manager of Priority Incentive Equity Holdings, LLC, as well as the 2,500,000 shares held by the Thomas C. Priore Irrevocable Insurance Trust u/a/d 1/8/2010 and 10,000,000 shares held by the Thomas Priore 2019 GRAT as noted above. Thomas Priore disclaims beneficial ownership of the securities held by Priority Incentive Equity Holdings, LLC except to the extent of his pecuniary interest therein, if any.

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

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