SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* FRONT STREET EQUITIES, LLC (Last) (First) (Middle) C/O I3 VERTICALS, INC. 40 BURTON HILLS BOULEVARD, SUITE 415 (Street) NASHVILLE TN 37215 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 06/25/2018	3. Issuer Name and Ticker or Trading Symbol i3 Verticals, Inc. [ IIIV ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B common stock, par value $0.0001 per share	16,745(1)	D(2)
Class B common stock, par value $0.0001 per share	2,618,260(1)	I	By First Avenue Partners II, L.P.(2)
Class B common stock, par value $0.0001 per share	468,383(1)	I	By First Avenue - ETC Partners, L.P.(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Units	(3)	(3)	Class A common stock, par value $0.0001 per share	16,745(4)	(3)	D(2)
Common Units	(3)	(3)	Class A common stock, par value $0.0001 per share	2,618,260(4)	(3)	I	By First Avenue Partners II, L.P.(2)
Common Units	(3)	(3)	Class A common stock, par value $0.0001 per share	468,383(4)	(3)	I	By First Avenue - ETC Partners, L.P.(2)

1. Name and Address of Reporting Person* FRONT STREET EQUITIES, LLC (Last) (First) (Middle) C/O I3 VERTICALS, INC. 40 BURTON HILLS BOULEVARD, SUITE 415 (Street) NASHVILLE TN 37215 (City) (State) (Zip)

1. Name and Address of Reporting Person* FIRST AVENUE PARTNERS II LP (Last) (First) (Middle) C/O I3 VERTICALS, INC. 40 BURTON HILLS BOULEVARD, SUITE 415 (Street) NASHVILLE TN 37215 (City) (State) (Zip)

1. Name and Address of Reporting Person* FIRST AVENUE - ETC PARTNERS, L.P. (Last) (First) (Middle) C/O I3 VERTICALS, INC. 40 BURTON HILLS BOULEVARD, SUITE 415 (Street) NASHVILLE TN 37215 (City) (State) (Zip)

Explanation of Responses:

1. Pursuant to the Reorganization Transactions (as defined in i3 Verticals, Inc.'s (the "Issuer") Registration Statement on Form S-1, as amended (File No. 333-225214) (the "Registration Statement")) as part of the Issuer's initial public offering ("IPO"), the Reporting Person's equity ownership in i3 Verticals, LLC was converted into newly issued common units in i3 Verticals, LLC (each a "Common Unit") together with an equal number of shares of Class B common stock, par value $0.0001 per share (the "Class B Common Stock"), in the Issuer. The shares of Class B Common Stock (i) confer no incidents of economic ownership on the holders thereof, (ii) only confer voting rights on the holders thereof and (iii) may only be issued, on a one-for-one basis, to the holders of Common Units.

2. Front Street Equities, LLC is the General Partner of, and exercises voting and investment power over shares held by, First Avenue Partners II, L.P. and First Avenue-ETC Partners, L.P. Voting and investment decisions at Front Street Equities, LLC are made by David Wilds, who serves as (a) the sole limited partner and managing member of First Avenue Partners II, L.P., (b) the managing member of First Avenue-ETC Partners, L.P., and (c) the sole member of Front Street Equities, LLC. Mr. Wilds disclaims beneficial ownership of these securities except to the extent of his respective pecuniary interest therein, if any, and the inclusion of these shares in his report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or any other purpose.

3. The vested Common Units may be redeemed by the Reporting Person at any time following the closing of the Issuer's IPO for an equal number of shares of Class A common stock, par value $0.0001 per share (the "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 Reporting Person's redemption of a Common Unit for Class A Common Stock, any corresponding share of Class B Common Stock will be cancelled.

4. Pursuant to the Reorganization Transactions (as defined in the Registration Statement) as part of the Issuer's IPO, the Reporting Person's equity ownership in i3 Verticals, LLC was converted into newly issued Common Units together with an equal number of Class B Common Stock, in the Issuer.

Remarks:

	/s/ David Wilds, sole member of Front Street Equities, LLC	06/25/2018
	/s/ David Wilds, sole limited partner and managing member of First Avenue Partners II, L.P.	06/25/2018
	/s/ David Wilds, managing member of First Avenue - ETC Partners, L.P.	06/25/2018
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.