SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
 Â	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* HARVEY ROBERT BURTON (Last) (First) (Middle) 40 BURTON HILLS BLVD. SUITE 415 (Street) NASHVILLE TN 37215 (City) (State) (Zip)	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)
	3. Date of Earliest Transaction (Month/Day/Year) 09/15/2020
	4. If Amendment, Date of 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

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	09/15/2020		D(1)		74,692	D	(1)	303,821	I	By CCSD II, L.P.(2)
Class B common stock, par value $0.0001 per share	09/15/2020		D(1)		51,140	D	(1)	208,023	I	By Claritas Capital Specialty Debt Fund, LP(3)
Class B common stock, par value $0.0001 per share	09/15/2020		D(1)		9,188	D	(1)	37,374	I	By CF i3 Corporation(4)
Class B common stock, par value $0.0001 per share								11,716	D

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 Securities Underlying Derivative Security (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: 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
Common Units	(5)	09/15/2020		D(6)			74,692	(5)	(5)	Class A common stock, par value $0.0001 per share	74,692	$22.33	303,821(5)	I	By CCSD II, L.P.(7)
Common Units	(5)	09/15/2020		D(6)			51,140	(5)	(5)	Class A common stock, par value $0.0001 per share	51,140	$22.33	208,023(5)	I	By Claritas Capital Specialty Debt Fund, LP(8)
Common Units	(5)	09/15/2020		D(6)			9,188	(5)	(5)	Class A common stock, par value $0.0001 per share	9,188	$22.33	37,374(5)	I	By CF i3 Corporation(9)
Common Units	(5)							(5)	(5)	Class A common stock, par value $0.0001 per share	11,716		11,716	D

Explanation of Responses:

1. Pursuant to the Amended and Restated Certificate of Incorporation of i3 Verticals, Inc. (the "Issuer"), the shares of the Issuer's Class B common stock, par value $0.0001 per share ("Class B Common Stock") are cancelled for no consideration on a one-to-one basis upon redemption of 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.

2. Represents shares of Class B Common Stock held by CCSD II, L.P. ("CCSD"), of which the Reporting Person serves as a voting member of the investment committee. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

3. Represents shares of Class B Common Stock held by Claritas Capital Specialty Debt Fund, L.P. ("Claritas"), of which the Reporting Person serves as a voting member of the investment committee. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

4. Represents shares of Class B Common Stock held by CF i3 Corporation ("CF"), of which the Reporting Person serves as an officer. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

5. The Common Units may be redeemed by the holder 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 redemption of a Common Unit for Class A Common Stock, any corresponding share of Class B Common Stock will be cancelled. The Common Units have no expiration date.

6. Represents the sale of Common Units to the Issuer pursuant to the Common Unit Purchase Agreement entered into in connection with the Issuer's offering of Class A common stock which closed on September 15, 2020, pursuant to the Limited Liability Company Agreement of i3 Verticals, LLC and in accordance with the Registration Rights Agreement among the Issuer and the signatories thereto.

7. Represents Common Units held by CCSD. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

8. Represents Common Units held by Claritas. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

9. Represents Common Units held by CF. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

Remarks:

	/s/ Paul Maple, Attorney-in-Fact for Robert Burton Harvey	09/15/2020
	** 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 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).
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