i3 Verticals, Inc. — Director's Dealing 2018

Jun 26, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: i3 Verticals, Inc. (IIIV)
CIK: 0001728688
Period of Report: 2018-06-25

Reporting Person: DAILY GREGORY S (Director, Chief Executive Officer, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-06-25	Class A common stock, par value $0.0001 per share	J	10796	$13	Acquired	10796	Indirect
2018-06-25	Class B common stock, par value $0.0001 per share	J	4678681	—	Acquired	4678681	Direct
2018-06-25	Class B common stock, par value $0.0001 per share	J	2543211	—	Acquired	2543211	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-06-25	Common Units	$	J	4678681	Acquired		Class A common stock, par value $0.0001 per share (4678681.0)	Direct
2018-06-25	Common Units	$	J	2543211	Acquired		Class A common stock, par value $0.0001 per share (2543211.0)	Indirect

Footnotes

F1: 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.

F2: 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.

F3: 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.

F4: 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.

F5: 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.

F6: 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.

F7: 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.