FlexShopper, Inc. — Director's Dealing 2018

Oct 1, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FlexShopper, Inc. (FPAY)
CIK: 0001397047
Period of Report: 2018-09-25

Reporting Person: Heiser Harold Russell Jr. (CFO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-09-25	Convertible Note	$0.93	J		Acquired	2018-09-27	Units (602976)	Direct
2018-09-28	Warrants (right to buy)	$1.25	P	5000	Acquired	2023-09-28	Common Stock (5000)	Direct

Footnotes

F1: Represents half of a $1,000,000 principal amount subordinated promissory note. Half the principal amount of such promissory note (plus accrued and unpaid interest thereon) was convertible into the equity securities that were sold by the Issuer in its public offering registered on its Registration Statement on Form S-1 (Registration No. 333-226823) (the "Public Offering"). The conversion price of the Convertible Note was equal to the price per equity security paid to the Issuer by the underwriters in the Public Offering. On September 28, 2018, the Issuer completed the Public Offering of units, each unit consisting of one share of common stock and one-half of one warrant, each whole warrant exercisable for one share of common stock at an exercise price of $1.25.

F2: The conversion price of the Convertible Note became fixed at $0.93 per unit on September 25, 2018 upon the Issuer's entry into an underwriting agreement relating to the Public Offering (the "Underwriting Agreement").

F3: The Convertible Note was convertible at the reporting person's election within two business days following notice to the reporting person that the Underwriting Agreement had been executed. On September 25, 2018, the reporting person notified the Issuer that he elected to convert the Convertible Note; however, the reporting person has temporarily waived his right to receive the equity securities underlying the Convertible Note.

F4: Each unit consists of one share of common stock and one-half of one warrant, each whole warrant exercisable for one share of common stock. The shares of common stock and warrants that are part of the units are immediately separable and will be issued separately.