Sec Form 4 Filing - DAILY GREGORY S @ i3 Verticals, Inc. - 2018-06-25

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
DAILY GREGORY S
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 X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
40 BURTON HILLS BOULEVARD, SUITE 415
3. Date of Earliest Transaction (MM/DD/YY)
06/25/2018
(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 06/25/2018 J( 1 ) 10,796 A $ 13 10,796 I By daughter ( 2 )
Class B common stock, par value $0.0001 per share 06/25/2018 J( 3 ) 4,678,681 A 4,678,681 D
Class B common stock, par value $0.0001 per share 06/25/2018 J( 3 ) 2,543,211 A 2,543,211 I By Daily Family Investment, 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 ) 06/25/2018 J( 6 ) 4,678,681 ( 5 ) ( 5 ) Class A common stock, par value $0.0001 per share 4,678,681 ( 5 ) 4,678,681 D
Common Units ( 5 ) 06/25/2018 J( 6 ) 2,543,211 ( 5 ) ( 5 ) Class A common stock, par value $0.0001 per share 2,543,211 ( 5 ) 2,543,211 I By Daily Family Investment, LLC ( 7 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
DAILY GREGORY S
40 BURTON HILLS BOULEVARD
SUITE 415
NASHVILLE, TN37215
X X Chief Executive Officer
Signatures
/s/ Paul Maple, Attorney-in-Factfor Gregory S. Daily 06/25/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents shares of Class A common stock, par value $0.0001 per share (the "Class A Common Stock") issued pursuant to a voluntary private conversion of certain subordinated notes of i3 Verticals, LLC.
( 2 )The Reporting Person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
( 3 )Pursuant to the Reorganization Transactions (as defined in i3 Verticals, Inc.'s (the "Issuer") Registration Statement on Form S-1, as amended (File No. 333-225214) (the "Registration Statement")) as part of the Issuer's initial public offering ("IPO"), the Reporting Person's equity ownership in i3 Verticals, LLC was converted into newly issued common units in i3 Verticals, LLC (each a "Common Unit") together with an equal number of shares of Class B common stock, par value $0.0001 per share (the "Class B Common Stock"), in the Issuer. The shares of Class B Common Stock (i) confer no incidents of economic ownership on the holders thereof, (ii) only confer voting rights on the holders thereof and (iii) may only be issued, on a one-for-one basis, to the holders of Common Units.
( 4 )Represents shares of Class B Common Stock held by Daily Family Investment, LLC ("DFI"), of which the Reporting Person serves as tax matters partner. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
( 5 )The vested Common Units may be redeemed by the Reporting Person at any time following the closing of the Issuer's IPO 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 Reporting Person's redemption of a Common Unit for Class A Common Stock, any corresponding share of Class B Common Stock will be cancelled.
( 6 )Pursuant to the Reorganization Transactions (as defined in the Registration Statement) as part of the Issuer's IPO, the Reporting Person's equity ownership in i3 Verticals, LLC was converted into newly issued Common Units together with an equal number of Class B Common Stock, in the Issuer.
( 7 )Represents Common Units held by DFI. The Reporting Person disclaims beneficial ownership of such Common Units except to the extent of his pecuniary interest therein.

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