This Amendment No. 3 (this Amendment) amends and supplements the Statement
on Schedule 13D filed with the Securities and Exchange Commission (the Commission) on October 21, 2013, as amended by Amendment No. 1 filed with the Commission on October 24, 2016 and as further amended by Amendment
No. 2 filed with the Commission on March 29, 2017 (the Schedule 13D) by Flexpoint Fund II, L.P. (the Investor), Flexpoint Management II, L.P. (Flexpoint Management), Flexpoint Ultimate Management II, LLC
(Flexpoint Ultimate) and Donald J. Edwards (Edwards). The Schedule 13D relates to shares of common stock, par value $0.001 (Common Stock) of JetPay Corporation, a Delaware corporation (Issuer),
issuable upon conversion of shares of series A preferred stock, par value $0.001 per share (Series A Preferred Stock). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule
13D. Except as otherwise provided herein, all Items of the Schedule 13D remain unchanged.
Item 4.
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Purpose of Transaction.
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Item 4 is hereby amended to add the following disclosure at the end such item:
On October 19, 2018, the Issuer entered into an Agreement and Plan of Merger (the Merger Agreement) with NCR Corporation
(Parent) and Orwell Acquisition Corporation, a wholly-owned subsidiary of Parent (Merger Sub), providing for the acquisition of the Company by Parent in an all cash transaction, pursuant to a tender offer (the
Offer), followed by a subsequent
back-end
merger of Merger Sub with and into the Company (the Merger), with the Company surviving the Merger as a wholly-owned subsidiary of Parent.
In connection with the execution of the Merger Agreement, the Reporting Persons entered into the tender and support agreement described in
Item 6 hereof. The information set forth or incorporated in Item 6 hereof is incorporated herein by reference.
Item 5.
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Interest in Securities of the Issuer.
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Item 5 is hereby amended and restated in its entirety to read as follows:
(a), (b)
The information
contained on the cover pages to this Schedule 13D and the information set forth or incorporated in Items 2, 3, 4 and 6 hereof are incorporated herein by reference.
As of October 19, 2018, the Investor is the record owner of 99,666 shares of Series A Preferred Stock, which are convertible at the
current conversion price of $2.50 into approximately 11,959,920 shares of Common Stock, representing approximately 43.5% of the outstanding Common Stock, based on 15,524,770 shares of Common Stock outstanding as of October 18, 2018, plus an
additional 11,959,920 shares of Common Stock issuable upon conversion of the Series A Preferred Stock. The conversion price of the Series A Preferred Stock was adjusted upward to $2.50 (from $2.36) on July 11, 2018 as a result of a
settlement between the Issuer and Valley National Bank. Due to their relationship with the Investor, Flexpoint Management, Flexpoint Ultimate, and Edwards may be deemed to have shared voting power with respect to the Series A Preferred Stock
beneficially owned by the Investor, and as a result, Flexpoint Management, Flexpoint Ultimate, and Edwards may be deemed to have shared beneficial ownership of such shares of Series A Preferred Stock.
Under the definition of beneficial ownership as set forth in Rule
13d-3
under the Exchange
Act, as a result of the entry into the A&R Purchase Agreement, the Reporting Persons may be deemed to be members of a group with Sundara and, as a result, to beneficially own the 33,667 shares of Series A Preferred Stock acquired by
Sundara pursuant to the A&R Purchase Agreement and the Underlying Shares into which they may be converted. As described in Item 4 above and for the reasons stated therein, the Reporting Persons disclaim beneficial ownership of all such
securities.
Although the Reporting Persons disclaim beneficial ownership of the 33,667 shares owned by Sundara, if such shares were
aggregated with the 99,666 shares of Series A Preferred Stock beneficially owned by the Reporting Persons, the Reporting Persons would be deemed to beneficially own 133,333 shares of Series A Preferred Stock, convertible into 15,999,960 shares of
Common Stock, constituting approximately 50.8% of the outstanding shares of Common Stock.
Except as set forth above, neither any
Reporting Person nor, to the best of the Reporting Persons knowledge, Sundara, owns any shares of Common Stock.
Neither the filing
of this Statement nor any of its contents shall be deemed to constitute an admission that any Reporting Person is the beneficial owner of the Series A Preferred Stock or the Common Stock referred to herein for purposes of Section 13(d) of the
Exchange Act or for any other purpose, and such beneficial ownership is expressly disclaimed.