Sec Form 4 Filing - HARRISON JOHN C. @ i3 Verticals, Inc. - 2021-03-15

Insider filing report for Changes in Beneficial Ownership
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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
HARRISON JOHN C.
2. Issuer Name and Ticker or Trading Symbol
i3 Verticals, Inc. [ IIIV]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
40 BURTON HILLS BLVD., SUITE 415
3. Date of Earliest Transaction (MM/DD/YY)
03/15/2021
(Street)
NASHVILLE, TN37215
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
Class A common stock, par value $0.0001 per share 03/15/2021 C 200,000 ( 1 ) A 200,000 I By HMP III Equity Holdings, LLC ( 2 )
Class A common stock, par value $0.0001 per share 03/15/2021 S 200,000 D $ 32.83 0 I By HMP III Equity Holdings, LLC ( 2 )
Class B common stock, par value $0.0001 per share 03/15/2021 J( 3 ) 200,000 D 81,606 I By HMP III Equity Holdings, LLC ( 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
Common Units ( 5 ) 03/15/2021 C 200,000 ( 5 ) ( 5 ) Class A common stock, par value $0.0001 per share 200,000 ( 5 ) 81,606 ( 5 ) I By HMP III Equity Holdings, LLC ( 6 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HARRISON JOHN C.
40 BURTON HILLS BLVD.
SUITE 415
NASHVILLE, TN37215
X
Signatures
/s/ Paul Maple, Attorney-in-Fact for John C. Harrison 03/16/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents shares of Class A common stock, par value $0.0001 per share ("Class A Common Stock") of i3 Verticals, Inc. (the "Issuer") that were obtained upon a redemption of an equal number of common units in i3 Verticals, LLC (the "Common Units").
( 2 )Represents shares of Class A Common Stock held by HMP III Equity Holdings, LLC ("HMPEH"). Decisions regarding the voting or disposition of the shares held by the foregoing are made by an investment committee or committees (or authorized sub-committees or designees thereof), of which the Reporting Person is a member. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.
( 3 )Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, the shares of the Issuer's Class B common stock, par value $0.0001 per share ("Class B Common Stock") are cancelled for no consideration on a one-to-one basis upon redemption of the Common Units for shares of Class A Common Stock of the Issuer.
( 4 )Represents shares of Class B Common Stock held by HMPEH. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.
( 5 )The Common Units may be redeemed by the holder at any time for an equal number of shares of Class A Common Stock or, at the election of i3 Verticals, LLC, cash equal to the volume-weighted average market price of such shares. Upon the redemption of a Common Unit for Class A Common Stock, any corresponding share of Class B Common Stock will be cancelled. The Common Units have no expiration date.
( 6 )Represents Common Units held by HMPEH. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

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