i3 Verticals, Inc. — Director's Dealing 2020

Dec 18, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: i3 Verticals, Inc. (IIIV)
CIK: 0001728688
Period of Report: 2020-12-16

Reporting Person: WHITSON CLAY M (Director, Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-12-16	Class A common stock, par value $0.0001 per share	M	7692	$13.00	Acquired	18476	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-12-16	Stock Option (Right to Buy)	$13.00	M	7692	Disposed	2028-06-20	Class A common stock, par value $0.0001 per share (7692)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class B common stock, par value $0.0001 per share	253093	Direct
Class B common stock, par value $0.0001 per share	45769	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Common Units	$		Class A common stock, par value $0.0001 per share (253093)	253093	Direct
Common Units	$		Class A common stock, par value $0.0001 per share (45769)	45769	Indirect

Footnotes

F1: Shares of Class B common stock, par value $0.0001 per share (the "Class B Common Stock") of i3 Verticals, Inc. (the "Issuer") were transferred from the Clay M. Whitson 2018 Grantor Retained Annuity Trust (the "Trust"), of which the Reporting Person is trustee and beneficiary, to the Reporting Person individually, in a transaction exempted by Rule 16a-13.

F2: Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, the shares of the Issuer's Class B Common Stock are cancellable for no consideration on a one-to-one basis upon any redemption of the common units in i3 Verticals, LLC (the "Common Units") for shares of Class A common stock, par value $0.0001 per share ("Class A Common Stock") of the Issuer.

F3: Represents shares of Class B Common Stock held by the Trust.

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 Common Units may be redeemed by the Reporting Person at any time 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: All Common Units are fully vested and have no expiration date.

F7: Common Units were transferred from the Trust to the Reporting Person individually, in a transaction exempted by Rule 16a-13.

F8: Represents Common Units held by the Trust.