UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
FINTECH ACQUISITION CORP.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
31809H209
(CUSIP Number)
FinTech Acquisition Corp.
712 Fifth Ave., 8th Floor
New York, New York 10019
212 506-3808
With a copy to:
Amanda Abrams
Ledgewood, P.C.
2001 Market Street, Suite 3400
Philadelphia, PA 19103
(215) 731-9450
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 31, 2016
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.
CUSIP NO. 31809H209
| 1 | NAME OF REPORTING PERSON
FINTECH INVESTOR HOLDINGS, LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) o (b) o | |
| 3 | SEC USE ONLY
| ||
| 4 | SOURCE OF FUNDS
WC | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
| ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH* | 7 | SOLE VOTING POWER
- 0 - | |
| 8 | SHARED VOTING POWER
2,297,825 | ||
| 9 | SOLE DISPOSITIVE POWER
- 0 - | ||
| 10 | SHARED DISPOSITIVE POWER
2,297,825 | ||
| 11* | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,297,825 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
| x | |
| 13* | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.7% | ||
| 14 | TYPE OF REPORTING PERSON
OO | ||
* See Item 5.
| 2 |
CUSIP NO. 31809H209
| 1 | NAME OF REPORTING PERSON
DGC FAMILY FINTECH TRUST | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) o (b) o | |
| 3 | SEC USE ONLY
| ||
| 4 | SOURCE OF FUNDS
OO | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
| ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Florida | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH* | 7 | SOLE VOTING POWER
- 0 - | |
| 8 | SHARED VOTING POWER
357,881 | ||
| 9 | SOLE DISPOSITIVE POWER
- 0 - | ||
| 10 | SHARED DISPOSITIVE POWER
357,881 | ||
| 11* | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
357,881 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
| x | |
| 13* | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.6% | ||
| 14 | TYPE OF REPORTING PERSON
OO | ||
* See Item 5.
| 3 |
CUSIP NO. 31809H209
| 1 | NAME OF REPORTING PERSON
Daniel G. Cohen | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) o (b) o | |
| 3 | SEC USE ONLY
| ||
| 4 | SOURCE OF FUNDS
PF | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
| ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
USA | ||
NUMBER OF EACH | 7 | SOLE VOTING POWER
- 0 - | |
| 8 | SHARED VOTING POWER
2,913,587 | ||
| 9 | SOLE DISPOSITIVE POWER
- 257,881 - | ||
| 10 | SHARED DISPOSITIVE POWER
2,655,706 | ||
| 11* | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,913,587 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
| x | |
| 13* | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.2% | ||
| 14 | TYPE OF REPORTING PERSON
IN | ||
* See Item 5.
| 4 |
CUSIP NO. 31809H209
| 1 | NAME OF REPORTING PERSON
Betsy Cohen | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) o (b) o | |
| 3 | SEC USE ONLY
| ||
| 4 | SOURCE OF FUNDS
PF | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
| ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
USA | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH* | 7 | SOLE VOTING POWER
-0- | |
| 8 | SHARED VOTING POWER
357,881 | ||
| 9 | SOLE DISPOSITIVE POWER
357,881 | ||
| 10 | SHARED DISPOSITIVE POWER
-0- | ||
| 11* | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
357,881 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
| x | |
| 13* | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.6% | ||
| 14 | TYPE OF REPORTING PERSON
IN | ||
* See Item 5.
| 5 |
CUSIP NO. 31809H209
| 1 | NAME OF REPORTING PERSON
James J. McEntee, III | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) o (b) o | |
| 3 | SEC USE ONLY
| ||
| 4 | SOURCE OF FUNDS
PF | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
| ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
USA | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH* | 7 | SOLE VOTING POWER
-0- | |
| 8 | SHARED VOTING POWER
87,288 | ||
| 9 | SOLE DISPOSITIVE POWER
87,288 | ||
| 10 | SHARED DISPOSITIVE POWER
-0- | ||
| 11* | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
87,288 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
| x | |
| 13* | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6% | ||
| 14 | TYPE OF REPORTING PERSON
IN | ||
* See Item 5.
| 6 |
CUSIP NO. 31809H209
| 1 | NAME OF REPORTING PERSON
Shami Patel | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) o (b) o | |
| 3 | SEC USE ONLY
| ||
| 4 | SOURCE OF FUNDS
PF | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
| ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
USA | ||
NUMBER OF EACH | 7 | SOLE VOTING POWER
-0- | |
| 8 | SHARED VOTING POWER
90,000 | ||
| 9 | SOLE DISPOSITIVE POWER
90,000 | ||
| 10 | SHARED DISPOSITIVE POWER
-0- | ||
| 11* | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
90,000 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
| x | |
| 13* | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7% | ||
| 14 | TYPE OF REPORTING PERSON
IN | ||
* See Item 5.
| 7 |
CUSIP NO. 31809H209
| 1 | NAME OF REPORTING PERSON
Alan Joseph Ferraro | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) o (b) o | |
| 3 | SEC USE ONLY
| ||
| 4 | SOURCE OF FUNDS
PF | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
| ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
USA | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH* | 7 | SOLE VOTING POWER
-0- | |
| 8 | SHARED VOTING POWER
10,000 | ||
| 9 | SOLE DISPOSITIVE POWER
10,000 | ||
| 10 | SHARED DISPOSITIVE POWER
-0- | ||
| 11* | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,000 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
| x | |
| 13* | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 0.1% | ||
| 14 | TYPE OF REPORTING PERSON
IN | ||
* See Item 5.
| 8 |
CUSIP NO. 31809H209
| 1 | NAME OF REPORTING PERSON
Frank Mastrangelo | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) o (b) o | |
| 3 | SEC USE ONLY
| ||
| 4 | SOURCE OF FUNDS
PF | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
| ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
USA | ||
NUMBER OF EACH | 7 | SOLE VOTING POWER
-0- | |
| 8 | SHARED VOTING POWER
174,576 | ||
| 9 | SOLE DISPOSITIVE POWER
174,576 | ||
| 10 | SHARED DISPOSITIVE POWER
-0- | ||
| 11* | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
174,576 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
| x | |
| 13* | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3% | ||
| 14 | TYPE OF REPORTING PERSON
IN | ||
* See Item 5.
| 9 |
CUSIP NO. 31809H209
| 1 | NAME OF REPORTING PERSON
Jeff Shanahan | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) o (b) o | |
| 3 | SEC USE ONLY
| ||
| 4 | SOURCE OF FUNDS
OO | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
| ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
USA | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH* | 7 | SOLE VOTING POWER
-0- | |
| 8 | SHARED VOTING POWER
3,633,333 | ||
| 9 | SOLE DISPOSITIVE POWER
-0- | ||
| 10 | SHARED DISPOSITIVE POWER
-0- | ||
| 11* | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,633,333 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
| ¨ | |
| 13* | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.5% | ||
| 14 | TYPE OF REPORTING PERSON
IN | ||
* See Item 5.
| 10 |
| Item 1. | Security and Issuer. |
This Amendment No. 1 to Schedule 13D (“Amendment No. 1”) amends the Schedule 13D filed on March 16, 2016 (the “Original Schedule 13D”), and relates to the common stock, par value $0.001 per share (“Shares”), of FinTech Acquisition Corp., a Delaware corporation (the “Issuer”). The address of the principal executive office of the Issuer is 712 Fifth Ave., 8th Floor, New York, NY 10019. This Amendment No. 1 is being filed solely to amend Item 4 and Item 6 to voluntarily provide additional information, as set forth below. Capitalized terms used herein and not otherwise defined in this Amendment No. 1 have the meanings set forth in the Original Schedule 13D.
| Item 4. | Purpose of Transaction. |
Item 4 of the Original Schedule 13D is hereby amended to add the following:
In connection with the Merger, at any time prior to the special meeting to approve the Merger, the Initial Shareholders, which include certain of the Issuer’s officers, directors and other affiliates, may enter into transactions with stockholders and other persons with respect to the Issuer’s securities to provide such investors or other persons with incentives in connection with the approval and consummation of the Merger. While the exact nature such incentives has not yet been determined, they might include, without limitation, arrangements to purchase shares from or sell shares to such investors and persons at nominal prices or prices other than fair market value. The Initial Shareholders will only effect such transactions when they are not then aware of any material nonpublic information regarding the Issuer, Target or their respective securities.
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Item 6 of the Original Schedule 13D is hereby amended to add the following:
In connection with the Merger, at any time prior to the special meeting to approve the Merger, the Initial Shareholders, which include certain of the Issuer’s officers, directors and other affiliates, may enter into transactions with stockholders and other persons with respect to the Issuer’s securities to provide such investors or other persons with incentives in connection with the approval and consummation of the Merger. While the exact nature such incentives has not yet been determined, they might include, without limitation, arrangements to purchase shares from or sell shares to such investors and persons at nominal prices or prices other than fair market value. The Initial Shareholders will only effect such transactions when they are not then aware of any material nonpublic information regarding the Issuer, Target or their respective securities.
| 11 |
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: March 31, 2016
| FINTECH INVESTOR HOLDINGS, LLC | |||
| By: | /s/ Daniel G. Cohen | ||
| Name: | Daniel G. Cohen | ||
| Title: | Managing Member | ||
| DGC FAMILY FINTECH TRUST | |||
| By: | /s/ Daniel G. Cohen | ||
| Name: | Daniel G. Cohen | ||
| Title: | Trustee | ||
| /s/ Daniel G. Cohen | |
| DANIEL G. COHEN |
| /s/ Betsy Z. Cohen | |
| BETSY Z. COHEN |
| /s/ Alan Joseph Ferraro | |
| ALAN JOSEPH FERRARO | |
| /s/ Frank Mastrangelo | |
| FRANK MASTRANGELO |
| /s/ James J. McEntee, III | |
| JAMES J. MCENTEE, III |
| /s/ Shami Patel | |
| SHAMI PATEL |
| /s/ Jeff Shanahan | |
| JEFF SHANAHAN |
[FinTech Acquisition Corp. – Schedule 13D/A]
12