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JTPY Jetpay Corp. (delisted)

5.04
0.00 (0.00%)
19 Jul 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type
Jetpay Corp. (delisted) NASDAQ:JTPY NASDAQ Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 5.04 5.00 5.06 0 01:00:00

Initial Statement of Beneficial Ownership (3)

28/10/2016 9:12pm

Edgar (US Regulatory)


FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response...
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Stone Laurence L

2. Date of Event Requiring Statement (MM/DD/YYYY)
10/18/2016 

3. Issuer Name and Ticker or Trading Symbol

JetPay Corp [JTPY]

(Last)        (First)        (Middle)

725 EAGLE FARM ROAD

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                            ___ X ___ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)

(Street)

VILLANOVA, PA 19085       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock   13300   D    
Common Stock   125000   I   See Footnote   (1)
Common Stock   388573   I   See Footnote   (2)
Common Stock   339750   I   See Footnote   (3)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Preferred Stock     (4) (5)   (4) (5) Common Stock   3482793   $2.90   I   See Footnote   (6)

Explanation of Responses:
( 1)  Consists of shares of common stock owned by LHLJ, Inc., a Delaware corporation of which Mr. Stone is the sole stockholder.
( 2)  Consists of shares of common stock owned by Main Line Trading Partners, LLC, a Delaware limited liability company of which Mr. Stone is a managing member and owner of substantially all of the equity interests.
( 3)  Consists of shares of common stock owned by The Stone Family Trust, an irrevocable trust for the benefit of Mr. Stone's children, of which his wife serves as a trustee.
( 4)  The Series A Preferred Stock is convertible into Common Stock. The Series A Preferred Stock is subject to the terms and conditions of that certain Amended and Restated Securities Purchase Agreement, among JetPay Corporation, Flexpoint Fund II, L.P. and Sundara Investment Partners, LLC, dated as of October 18, 2016 (the "Purchase Agreement") and that certain Certificate of Designation, as amended, governing the Series A Preferred Stock. The holders of the Series A Preferred Stock may convert shares of Series A Preferred Stock at any time, in whole or in part, into a number of shares of Common Stock equal to the quotient determined by dividing (i) the original issue price of $300 per share of Series A Preferred Stock, by (ii) the conversion price, then in effect ("Conversion Price").
( 5)  (Continued from Footnote 4) The Conversion Price currently in effect is $2.90. Subject to certain exceptions, if JetPay Corporation issues shares of Common Stock or securities convertible or exercisable into Common Stock below the then-applicable conversion price, the conversion price will be adjusted downward; additionally, pursuant to the Purchase Agreement, the Series A Preferred Stock is also subject to downward adjustment in the case of certain indemnification claims against JetPay Corporation. The Conversion Price is also subject to customary anti-dilution adjustments.
( 6)  The Series A Preferred Stock is held by Sundara Investment Partners, LLC, of which Mr. Stone is the sole managing member, and, accordingly may also be deemed to have beneficial ownership of such shares.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Stone Laurence L
725 EAGLE FARM ROAD
VILLANOVA, PA 19085
X X

Sundara Investment Partners, LLC
725 EAGLE FARM ROAD
VILLANOVA, PA 19085

X


Signatures
/s/ Laurence L. Stone 10/28/2016
** Signature of Reporting Person Date

Sundara Investment Partners, LLC, By: Laurence L. Stone, Managing Member, /s/ Laurence L. Stone 10/28/2016
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.

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