SEC FORM 4

SEC FORM 4 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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

HARVEY ROBERT BURTON

(Last)

(First)

(Middle)

40 BURTON HILLS BOULEVARD

SUITE 415

(Street)

NASHVILLE

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)
05/13/2025

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A common stock, par value $0.0001 per share	05/13/2025		C		40,365	A	⁽¹⁾	40,365	I	By CCSD II, L.P.⁽²⁾
Class A common stock, par value $0.0001 per share	05/13/2025		C		26,980	A	⁽¹⁾	26,980	I	By Claritas Capital Specialty Debt Fund, LP⁽³⁾
Class A common stock, par value $0.0001 per share	05/13/2025		C		4,515	A	⁽¹⁾	4,515	I	By CF i3 Corporation⁽⁴⁾
Class A common stock, par value $0.0001 per share	05/13/2025		S		40,365	D	$24.81⁽⁵⁾	0	I	By CCSD II, L.P.⁽²⁾
Class A common stock, par value $0.0001 per share	05/13/2025		S		26,980	D	$24.82⁽⁵⁾	0	I	By Claritas Capital Specialty Debt Fund, LP⁽³⁾
Class A common stock, par value $0.0001 per share	05/13/2025		S		4,515	D	$24.76⁽⁵⁾	0	I	By CF i3 Corporation⁽⁴⁾
Class B common stock, par value $0.0001 per share	05/13/2025		J		40,365	D	⁽⁶⁾	0	I	By CCSD II, L.P.⁽⁷⁾
Class B common stock, par value $0.0001 per share	05/13/2025		J		26,980	D	⁽⁶⁾	0	I	By Claritas Capital Specialty Debt Fund, LP⁽⁸⁾
Class B common stock, par value $0.0001 per share	05/13/2025		J		4,515	D	⁽⁶⁾	0	I	By CF i3 Corporation⁽⁹⁾
Class A common stock, par value $0.0001 per share								3,876	D
Class B common stock, par value $0.0001 per share								11,285	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Units	⁽¹⁰⁾	05/13/2025		C			40,365	⁽¹⁰⁾	⁽¹⁰⁾	Class A common stock, par value $0.0001 per share	40,365	⁽¹⁰⁾	0⁽¹⁰⁾	I	By CCSD II, L.P.⁽¹¹⁾
Common Units	⁽¹⁰⁾	05/13/2025		C			26,980	⁽¹⁰⁾	⁽¹⁰⁾	Class A common stock, par value $0.0001 per share	26,980	⁽¹⁰⁾	0⁽¹⁰⁾	I	By Claritas Capital Specialty Debt Fund, LP⁽¹²⁾
Common Units	⁽¹⁰⁾	05/13/2025		C			4,515	⁽¹⁰⁾	⁽¹⁰⁾	Class A common stock, par value $0.0001 per share	4,515	⁽¹⁰⁾	0⁽¹⁰⁾	I	By CF i3 Corporation⁽¹³⁾
Common Units	⁽¹⁰⁾							⁽¹⁰⁾	⁽¹⁰⁾	Class A common stock, par value $0.0001 per share	11,285		11,285	D

Explanation of Responses:

1. Represents shares of Class A common stock, par value $0.0001 per share ("Class A Common Stock") of i3 Verticals, Inc. (the "Issuer") that were obtained upon a redemption of an equal number of common units in i3 Verticals, LLC (the "Common Units").

2. Represents shares of Class A Common Stock held by CCSD II, L.P. ("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.

3. Represents shares of Class A Common Stock held by Claritas Capital Specialty Debt Fund, L.P. ("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.

4. Represents shares of Class A Common Stock held by CF i3 Corporation ("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.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.51 to $25.36, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

6. Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, the shares of the Issuer's Class B common stock, par value $0.0001 per share ("Class B Common Stock") are cancelled for no consideration on a one-to-one basis upon redemption of the Common Units for shares of Class A Common Stock of the Issuer.

7. Represents shares of Class B Common Stock held by CCSD. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

8. Represents shares of Class B Common Stock held by Claritas. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

9. Represents shares of Class B Common Stock held by CF. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

10. The Common Units may be redeemed by the holder at any time for an equal number of shares of 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 redemption of a Common Unit for Class A Common Stock, any corresponding share of Class B Common Stock will be cancelled. The Common Units have no expiration date.

11. Represents Common Units held by CCSD. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

12. Represents Common Units held by Claritas. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

13. Represents Common Units held by CF. 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	05/15/2025
	** 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).
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.

Director Harvey Robert Burton disposed of 71,860 units of Class B common stock, converted options into 71,860 shares and sold $1,782,891 worth of shares (71,860 units at $24.81) (SEC Form 4)