Priority Technology Holdings, Inc. — Director's Dealing 2019

Nov 19, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Priority Technology Holdings, Inc. (PRTH)
CIK: 0001653558
Period of Report: 2019-11-15

Reporting Person: Priore Thomas Charles (Director, President, CEO and Chairman, 10% Owner)
Reporting Person: Priority Incentive Equity Holdings, LLC (Director, President, CEO and Chairman, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-11-15	Common Stock	G	12500000	—	Disposed	33613250	Direct
2019-11-15	Common Stock	G	12500000	—	Acquired	13120810	Indirect

Footnotes

F1: On November 15, 2019, the reporting person contributed 2,500,000 shares of PRTH common stock to Lori A. Priore, the reporting person's spouse, and Bertrand H. Smyers, in their capacity as trustees of the Thomas C. Priore Irrevocable Insurance Trust u/a/d 1/8/2010, for the benefit of his spouse and his children. On November 15, 2019, the reporting person also contributed 10,000,000 shares of PRTH common stock to Lori A. Priore, in her capacity as trustee of the Thomas Priore 2019 GRAT, for the benefit of his spouse and his children.

F2: Includes 620,810 shares held directly by Priority Incentive Equity Holdings, LLC. Thomas Priore is the managing member of Priority Investment Holdings LLC, which is the non-member manager of Priority Incentive Equity Holdings, LLC, as well as the 2,500,000 shares held by the Thomas C. Priore Irrevocable Insurance Trust u/a/d 1/8/2010 and 10,000,000 shares held by the Thomas Priore 2019 GRAT as noted above. Thomas Priore disclaims beneficial ownership of the securities held by Priority Incentive Equity Holdings, LLC except to the extent of his pecuniary interest therein, if any.