i3 Verticals (IIIV) Form 4 i3 Verticals / ROBERT BURTON HARVEY ownership change

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

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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 BOULEVARD

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)
01/23/2025

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	01/23/2025		D(1)		431	D	$0(1)	11,285	D
Class B common stock, par value $0.0001 per share	01/23/2025		D(2)		1,545	D	$0(2)	40,365	I	By CCSD II, L.P.(3)
Class B common stock, par value $0.0001 per share	01/23/2025		D(4)		1,032	D	$0(4)	26,980	I	By Claritas Capital Specialty Debt Fund, LP(5)
Class B common stock, par value $0.0001 per share	01/23/2025		D(6)		172	D	$0(6)	4,515	I	By CF i3 Corporation(7)

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

Explanation of Responses:

1. On January 23, 2025, the common units of i3 Verticals, LLC (the "Common Units") were recapitalized through a reverse unit split, which resulted in the retirement without consideration of 369,256 shares of the Issuer's Class B common stock, par value $0.0001 per share (the "Class B Common Stock") in accordance with the Amended and Restated Certificate of Incorporation of the Issuer (collectively, the "Recapitalization"). As a result of the Recapitalization, the Common Units and shares of Class B Common Stock beneficially owned by the Reporting Person were reduced by 431.

2. As a result of the Recapitalization, the Common Units and shares of Class B Common Stock beneficially owned by CCSD II, L.P. ("CCSD") were reduced by 1,545.

3. Represents shares of Class B Common Stock held by 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.

4. As a result of the Recapitalization, the Common Units and shares of Class B Common Stock beneficially owned by Claritas Capital Specialty Debt Fund, LP ("Claritas") were reduced by 1,032.

5. Represents shares of Class B Common Stock held by 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.

6. As a result of the Recapitalization, the Common Units and shares of Class B Common Stock beneficially owned by CF i3 Corporation ("CF") were reduced by 172.

7. Represents shares of Class B Common Stock held by 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.

Remarks:

	/s/ Paul Maple, Attorney-in-Fact for Robert Burton Harvey	01/24/2025
	** 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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