Whitson Clay M - May 12, 2023 Form 4 Insider Report for i3 Verticals, Inc. (IIIV)

Role: Chief Financial Officer, Director
Signature: /s/ Paul Maple, Attorney-in-Fact for Clay M. Whitson
Stock symbol: IIIV
Transactions as of: May 12, 2023
Transactions value $: $0
Form type: 4
Date filed: 5/16/2023, 04:43 PM
Previous filing: Feb 15, 2023
Next filing: Feb 14, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	IIIV	Class B common stock, par value $0.0001 per share	Gift	$0	-35.6K	-100%	$0.00^*	0	May 12, 2023	By Clay M. Whitson 2018 GRAT	F1, F2
holding	IIIV	Class B common stock, par value $0.0001 per share						263K	May 12, 2023	Direct	F3, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	IIIV	Common Units	Gift	$0	-35.6K	-100%	$0.00^*	0	May 12, 2023	Class A common stock, par value $0.0001 per share	35.6K		By Clay M. Whitson 2018 GRAT	F5, F6, F7, F8
holding	IIIV	Common Units						263K	May 12, 2023	Class A common stock, par value $0.0001 per share	263K		Direct	F5, F7, F9

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The reporting person caused the Clay M. Whitson 2018 Grantor Retained Annuity Trust (the "Trust") to transfer for no consideration these shares of Class B common stock, par value $0.0001 per share (the "Class B Common Stock") of i3 Verticals, Inc. (the "Issuer").
F2	Represents shares of Class B Common Stock of the Issuer held by the Trust.
F3	Certain of the reported directly owned shares of Class B Common Stock of the Issuer were transferred from the Trust, of which the Reporting Person is trustee and beneficiary, to the Reporting Person individually, in a transaction exempted by Rule 16a-13.
F4	Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, the shares of the Issuer's Class B Common Stock are cancellable for no consideration on a one-to-one basis upon any redemption of the common units in i3 Verticals, LLC (the "Common Units") for shares of Class A common stock, par value $0.0001 per share ("Class A Common Stock") of the Issuer.
F5	The Common Units may be redeemed by the Reporting Person at any time for an equal number of shares of Class A Common Stock or, at the election of i3 Verticals, LLC, cash equal to the volume-weighted average market price of such shares. Upon the Reporting Person's redemption of a Common Unit for Class A Common Stock, any corresponding share of Class B Common Stock will be cancelled.
F6	The reporting person caused the Trust to transfer for no consideration these Common Units.
F7	All Common Units are fully vested and have no expiration date.
F8	Represents Common Units held by the Trust.
F9	Certain of the reported directly owned Common Units were transferred from the Trust to the Reporting Person individually, in a transaction exempted by Rule 16a-13.