Priority Technology Holdings, Inc. — Director's Dealing 2021

Feb 26, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Priority Technology Holdings, Inc. (PRTH)
CIK: 0001653558
Period of Report: 2021-02-25

Reporting Person: Priore Thomas Charles (Director, President, CEO and Chairman, 10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-25	Restricted Stock Unit	$	M	102542	Acquired		Common Stock (102542.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	12500000	Indirect
Common Stock	33613250	Direct

Footnotes

F1: Includes 2,500,000 shares of PRTH common stock held by Lori A. Priore, the spouse of Thomas C. Priore, and Bernard 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 Lori A. Priore and the children of Thomas C. Priore and Lori A. Priore. Also includes 10,000,000 shares of PRTH common stock held by Lori A. Priore, the spouse of Thomas C. Priore, in her capacity as trustee of the Thomas Priore 2019 GRAT, for the benefit of Lori A. Priore and the children of Thomas C. Priore and Lori A. Priore.

F2: Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.

F3: On February 25, 2021, the Reporting Person was granted 102,542 restricted stock units which vest 50% on February 25, 2022 and 50% on February 25, 2023 subject to the Reporting Person's continued service as a director of the Issuer.