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: WHITSON CLAY M (Director, Chief Financial Officer)

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	3092	$13	Acquired	3092	Direct
2018-06-25	Class B common stock, par value $0.0001 per share	J	248289	—	Acquired	248289	Direct
2018-06-25	Class B common stock, par value $0.0001 per share	J	50573	—	Acquired	50573	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-06-25	Stock Option (Right to Buy)	$13.0	A	100000	Acquired	2028-06-25	Class A common stock, par value $0.0001 per share (100000.0)	Direct
2018-06-25	Common Units	$	J	248289	Acquired		Class A common stock, par value $0.0001 per share (248289.0)	Direct
2018-06-25	Common Units	$	J	50573	Acquired		Class A common stock, par value $0.0001 per share (50573.0)	Indirect

Footnotes

F1: Issued pursuant to a voluntary private conversion of certain subordinated notes of i3 Verticals, LLC.

F2: 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.

F3: Represents shares of Class B Common Stock held by the Clay M. Whitson 2018 Grantor Retained Annuity Trust (the "Trust"), of which the Reporting Person is trustee and beneficiary.

F4: The option vests ratably in three equal annual installments beginning on the first anniversary of the grant date, subject to the Reporting Person's continued service with the Issuer.

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, par value $0.0001 per share (the "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: 210,600 Common Units are vested, 9,795 Common Units will vest on November 29, 2019 and 27,894 Common Units will vest on August 10, 2020, subject to the Reporting Person's continued service with the Issuer. The Common Units have no expiration date.

F8: Represents Common Units held by the Trust.