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

Feb 20, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Priority Technology Holdings, Inc. (PRTH)
CIK: 0001653558
Period of Report: 2019-02-15

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-15	Common Stock	A	61264	—	Acquired	46113250	Direct
2019-02-15	Common Stock	A	3917	—	Acquired	3046611	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-02-15	Warrants	$11.5	D	319087	Disposed	2023-07-25	Common Stock (319087)	Direct
2019-02-15	Warrants	$11.5	D	20403	Disposed	2023-07-25	Common Stock (20403)	Indirect

Footnotes

F1: The Reporting Person disposed of warrants to purchase 319,087 shares of common stock in exchange for 61,264 shares of common stock in an issuer exchange offer.

F2: The Reporting Person disposed of warrants to purchase 20,403 shares of common stock in exchange for 3,917 shares of common stock in an issuer exchange offer.

F3: These securities are directly held 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. 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.