This Amendment No. 4 (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, as further amended by Amendment
No. 2 filed with the Commission on March 29, 2017, and as further amended by Amendment No. 3 filed with the Commission on October 23, 2018 (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), previously 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 November 21, 2018, the Investor tendered all of its shares of Series A Preferred Stock in the Offer. On December 6, 2018, Merger
Sub accepted for payment all shares tendered by the Investor.
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)
As a result of
the completion of the Offer, the Reporting Persons no longer have any beneficial ownership of shares of Series A Preferred Stock or Common Stock.
(c)
The information set
forth in Item 4 hereof is incorporated herein by reference.
(d)
Not applicable.
(e)
The Reporting Persons ceased to be the beneficial owners of more than five percent of the Common Stock on December 6, 2018.
Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to the Securities of the Issuer
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Item 6 is hereby amended to add the following disclosure at the end of such Item:
The information set forth in Item 4 hereof is incorporated herein by reference.