i3 Verticals Inc.

01/24/2025 | Press release | Distributed by Public on 01/24/2025 16:50

Statement of Changes in Beneficial Ownership (Form 4)

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
WILDS DAVID M
2. Issuer Name and Ticker or Trading Symbol
i3 Verticals, Inc. [IIIV]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
40 BURTON HILLS BOULEVARD, SUITE 415
3. Date of Earliest Transaction (Month/Day/Year)
01/23/2025
(Street)
NASHVILLE, TN 37215
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class B common stock, par value $0.0001 per share 01/23/2025 D(1) 9,979 D $ 0 (1) 260,657 D
Class B common stock, par value $0.0001 per share 01/23/2025 D(2) 289 D $ 0 (2) 7,550 I By wife(3)
Class B common stock, par value $0.0001 per share 01/23/2025 D(4) 9,899 D $ 0 (4) 258,576 I By Front Street Equities, LLC(5)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
WILDS DAVID M
40 BURTON HILLS BOULEVARD
SUITE 415
NASHVILLE, TN 37215
X

Signatures

/s/ Paul Maple, Attorney-in-Fact for David M. Wilds 01/24/2025
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) On January 23, 2025, the common units of i3 Verticals, LLC (the "Common Units") were recapitalized through a reverse unit split, which resulted in the retirement without consideration of 369,256 shares of the Issuer's Class B common stock, par value $0.0001 per share (the "Class B Common Stock") in accordance with the Amended and Restated Certificate of Incorporation of the Issuer (collectively, the "Recapitalization"). As a result of the Recapitalization, the Common Units and shares of Class B Common Stock beneficially owned by the Reporting Person were reduced by 9,979.
(2) As a result of the Recapitalization, the Common Units and shares of Class B Common Stock beneficially owned by the Reporting Person's wife were reduced by 289.
(3) This Form 4 shall not be deemed an admission that the Reporting Person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any securities held solely by the Reporting Person's spouse.
(4) As a result of the Recapitalization, the Common Units and shares of Class B Common Stock beneficially owned by Front Street Equities, LLC and First Avenue Partners II, L.P. were reduced by 1,538 and 8,361, respectively.
(5) Represents shares of Class B Common Stock held by Front Street Equities, LLC and First Avenue Partners II, L.P. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his respective pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or any other purpose.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.