UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
CardConnect Corp.
| (Name of Issuer) |
Common Stock |
| (Title of Class of Securities) |
14141X108 |
| (CUSIP Number) |
|
| December 31, 2016 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
x Rule 13d-1(b)
o Rule 13d-1(c)
o Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 14141X108 | SCHEDULE 13G | Page 2 of 11 Pages |
| 1 | NAME OF REPORTING PERSONS Palestra Capital Management LLC | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) o | |||
| 3 | SEC USE ONLY | |||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | ||
| 6 | SHARED VOTING POWER 1,920,000 | |||
| 7 | SOLE DISPOSITIVE POWER 0 | |||
| 8 | SHARED DISPOSITIVE POWER 1,920,000 | |||
| CUSIP No. 14141X108 | SCHEDULE 13G | Page 3 of 11 Pages |
| 1 | NAME OF REPORTING PERSONS Palestra Management LP | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) o | |||
| 3 | SEC USE ONLY | |||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | ||
| 6 | SHARED VOTING POWER 1,920,000 | |||
| 7 | SOLE DISPOSITIVE POWER 0 | |||
| 8 | SHARED DISPOSITIVE POWER 1,920,000 | |||
| CUSIP No. 14141X108 | SCHEDULE 13G | Page 4 of 11 Pages |
| 1 | NAME OF REPORTING PERSONS Andrew Immerman | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) o | |||
| 3 | SEC USE ONLY | |||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States of America | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | ||
| 6 | SHARED VOTING POWER 1,920,000 | |||
| 7 | SOLE DISPOSITIVE POWER 0 | |||
| 8 | SHARED DISPOSITIVE POWER 1,920,000 | |||
| CUSIP No. 14141X108 | SCHEDULE 13G | Page 5 of 11 Pages |
| 1 | NAME OF REPORTING PERSONS Jeremy Schiffman | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) o | |||
| 3 | SEC USE ONLY | |||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States of America | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | ||
| 6 | SHARED VOTING POWER 1,920,000 | |||
| 7 | SOLE DISPOSITIVE POWER 0 | |||
| 8 | SHARED DISPOSITIVE POWER 1,920,000 | |||
| CUSIP No. 14141X108 | SCHEDULE 13G | Page 6 of 11 Pages |
| Item 1. | (a) Name of Issuer: |
CardConnect Corp.
| (b) Address of Issuer’s Principal Executive Offices: |
1000 Continental Drive, Suite 300, King of Prussia, PA 19406
| Item 2. | (a) Name of Person Filing |
This Statement is filed by each of the entities and persons listed below, all of whom together are referred to herein as the "Reporting Persons":
(i) Palestra Capital Management LLC
(ii) Palestra Management LP
(iii) Andrew Immerman
(iv) Jeremy Schiffman
| (b) Address of Principal Business Office or, if none, Residence |
The address of the principal business office of each of the Reporting Persons is c/o Palestra Capital Management LLC, 1330 Avenue of the Americas, New York, NY 10019.
| (c) Citizenship |
(i) Palestra Capital Management LLC - Delaware Limited Liability Company
(ii) Palestra Management LP - Delaware Limited Partnership
(iii) Andrew Immerman - United States Citizen
(iv) Jeremy Schiffman - United States Citizen
| (d) Title of Class of Securities |
Common Stock
| (e) CUSIP No.: |
14141X108
| CUSIP No. 14141X108 | SCHEDULE 13G | Page 7 of 11 Pages |
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) | o | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | |
| (b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | |
| (c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | |
| (d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | |
| (e) | x | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E). | |
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). | |
| (g) | x | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G). | |
| (h) | ¨ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). | |
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). | |
| (j) | ¨ | A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J). | |
| (k) | ¨ | A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| CUSIP No. 14141X108 | SCHEDULE 13G | Page 8 of 11 Pages |
Item 4. Ownership
The percentage set forth in this Schedule 13G is calculated based upon the 28,751,331 shares of Common Stock issued and outstanding as of November 14, 2016 as disclosed in the Company's Quarterly Report for the quarterly period ended September 30, 2016 on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2016.
The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each Reporting Person. The Reporting Persons disclaim beneficial ownership except to the extent of their pecuniary interests therein.
| CUSIP No. 14141X108 | SCHEDULE 13G | Page 9 of 11 Pages |
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following o.
Item 6. Ownership of More Than Five Percent on Behalf of Another Person
Not Applicable.
Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
Not Applicable.
Item 8. Identification and Classification of Members of the Group
Not Applicable.
Item 9. Notice of Dissolution of Group
Not Applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
| CUSIP No. 14141X108 | SCHEDULE 13G | Page 10 of 11 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2017
| Palestra Capital Management, LLC | |||
| By: | Jeremy Schiffman | ||
| Name: | Jeremy Schiffman | ||
| Title: | Managing Member | ||
| Palestra Management LP | |||
| By: Palestra Capital Management, LLC | |||
| By: | Jeremy Schiffman | ||
| Name: | Jeremy Schiffman | ||
| Title: | Managing Member | ||
| By: | Andrew Immerman | ||
| Name: | Andrew Immerman, Individually | ||
| By: | Jeremy Schiffman | ||
| Name: | Jeremy Schiffman, Individually | ||
| CUSIP No. 14141X108 | SCHEDULE 13G | Page 11 of 11 Pages |
EXHIBIT 1
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
DATE: February 14, 2017
| Palestra Capital Management, LLC | |||
| By: | Jeremy Schiffman | ||
| Name: | Jeremy Schiffman | ||
| Title: | Managing Member | ||
| Palestra Management LP | |||
| By: Palestra Capital Management, LLC | |||
| By: | Jeremy Schiffman | ||
| Name: | Jeremy Schiffman | ||
| Title: | Managing Member | ||
| By: | Andrew Immerman | ||
| Name: | Andrew Immerman, Individually | ||
| By: | Jeremy Schiffman | ||
| Name: | Jeremy Schiffman, Individually | ||