FlexShopper, Inc. — Director's Dealing 2018

Nov 9, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FlexShopper, Inc. (FPAY)
CIK: 0001397047
Period of Report: 2018-11-07

Reporting Person: Dvorkin Howard (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-11-07	Common Stock	P	25279	$0.745	Acquired	2406850	Indirect
2018-11-08	Common Stock	P	64835	$0.729	Acquired	2471685	Indirect

Footnotes

F1: The price range in Column 4 is actual price paid for Shares bought in multiple trades on that reported day.. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares of common stock purchased at each separate price within the ranges set forth in this footnote (1) to this Form 4.

F2: The number of shares of common stock beneficially owned by the Reporting Person includes (i) 964,290 shares held of record by PITA Holdings LLC, a Florida LLC ("PITA"), and (ii) 1,507,395 shares of common stock held of record by NRNS Capital Holdings, LLC ("NRNS"). Beta Investment Group, Inc., a Florida corporation ("Beta"), is the manager of PITA Holdings LLC. Mr. Dvorkin is President of Beta and in such position has the right to direct the vote and disposition of securities owned by PITA. Mr. Dvorkin is the manager of NRNS and in such position has the right to direct the vote and disposition of securities owned by NRNS. Mr. Dvorkin disclaims beneficial ownership of the securities of the Issuer held of record by PITA or NRNS except to the extent of his pecuniary interest therein.

F3: Excludes 753,697 shares of the Issuer's common stock which are issuable upon the exercise of a common stock warrant held of record by NRNS. Under the terms of the warrant, the holder may not exercise the warrant to the extent such exercise would cause the holder, together with its affiliates, to beneficially own a number of shares of common stock which would exceed 4.99% of the Issuer's then outstanding shares of common stock following such exercise. This limitation may be increased to 9.99% at the holder's option upon 61 days notice to the Issuer.