UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________
| Schedule 13G | ||||||||||||||
| Under the Securities Exchange Act of 1934 | ||||||||||||||
(Amendment No. 4) | ||||||||||||||
_____________________________
| i3 Verticals, Inc. | ||
| (Name of Issuer) | ||
| Class A common stock, $0.0001 par value | ||
| (Title of Class of Securities) | ||
| 46571Y107 | ||
| (CUSIP Number) | ||
December 31, 2023 | ||
| (Date of Event Which Requires Filing of this Statement) | ||
_____________________________
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
o Rule 13d-1(c)
x 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.
1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Gregory S. Daily | ||||||||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||||||||||||||
| (b) | ☐ | ||||||||||||||||
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 4,678,681 | |||||||||||||||
6 | SHARED VOTING POWER 2,770,894 | ||||||||||||||||
7 | SOLE DISPOSITIVE POWER 4,678,681 | ||||||||||||||||
8 | SHARED DISPOSITIVE POWER 2,770,894 | ||||||||||||||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,449,575 | ||||||||||||||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | (a) | ☐ | ||||||||||||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 24.4% | ||||||||||||||||
12 | TYPE OF REPORTING PERSON* IN | ||||||||||||||||
CUSIP NO. 46571Y107 | 13G | Page 3 of 5 Pages | ||||||
| Item 1(a). | Name of Issuer. | |||||||
| i3 Verticals, Inc. (the “Issuer”) | ||||||||
| Item 1(b). | Address of Issuer’s Principal Executive Offices. | |||||||
40 Burton Hills Blvd, Suite 415 Nashville, TN 37215 | ||||||||
| Item 2(a). | Name of Person Filing. | |||||||
| Gregory S. Daily | ||||||||
| Item 2(b). | Address of Principal Business Office or, if None, Residence. | |||||||
40 Burton Hills Blvd, Suite 415 Nashville, TN 37215 | ||||||||
| Item 2(c). | Organization/Citizenship. | |||||||
| United States of America. | ||||||||
| Item 2(d). | Title of Class Of Securities. | |||||||
Class A common stock, $0.0001 par value | ||||||||
| Item 2(e). | CUSIP Number. | |||||||
| 46571Y107 | ||||||||
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the filing person is a: | |||||||
| Not Applicable. | ||||||||
| Item 4. | Ownership. | |||||||
Please provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. The ownership information below represents beneficial ownership of Class A common stock of the Issuer based on 23,279,170 shares of Class A common stock outstanding as of December 31, 2023, and the assumed conversion of all 7,221,892 common units of i3 Verticals, LLC beneficially owned by the reporting person as of December 31, 2023 into shares of Class A common stock of the Issuer on a one-to-one basis. | ||||||||
Person | Total Shares Of Class A common stock Beneficially Owned | Percent of Class | Sole Voting Power | Shared Voting Power | Sole Power to Dispose | Shared Power to Dispose | ||||||||||||||||||||||||||||||||||||||
| Gregory S. Daily | 7,449,575 | 24.4% | 4,678,681(1) | 2,770,894(2) | 4,678,681(1) | 2,770,894(2) | ||||||||||||||||||||||||||||||||||||||
| (1) | Includes (i) 1,259,388 common units and shares of Class B common stock held by Gregory Daily directly, and (ii) 3,419,293 common units and shares of Class B common stock held by Gregory Daily and Collie Daily, as joint tenants by the entirety, of which 1,403,604 were pledged as collateral to secure a securities based line of credit account to Raymond James Bank, N.A. | |||||||||||||||||||||||||||||||||||||||||||
| (2) | Includes (i) 10,796 shares of Class A common stock held of record by Courtney Daily, Mr. Daily’s daughter, (ii) 134,800 shares of Class A common stock held by GSD Family Investments, LLC, (iii) 2,543,211 common units and shares of Class B common stock held of record by Daily Family Investments, LLC, of which Mr. Daily’s family is the beneficiary, and (iv) 82,087 shares of Class A common stock held by Hardsworth, LLC. | |||||||||||||||||||||||||||||||||||||||||||
CUSIP NO. 46571Y107 | 13G | Page 4 of 5 Pages | ||||||
| Item 5. | Ownership of Five Percent or Less of a Class. Not Applicable. | ||||
| 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. | Certifications. Not Applicable. | ||||
CUSIP NO. 46571Y107 | 13G | Page 5 of 5 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.
Date: February 14, 2024 | By: /s/ Gregory S. Daily | |||||||
| Name: Gregory S. Daily | ||||||||