This Amendment No. 2 (this “Amendment”) amends and supplements the Statement on Schedule 13D
filed with the Securities and Exchange Commission (the “Commission”) October 28, 2016, as amended by Amendment No. 1 filed with the Commission March 29, 2017 (the “Schedule 13D”) by the Reporting Persons. The
Schedule 13D relates to shares of common stock, par value $0.001 per share (the “Common Stock”), of JetPay Corporation, a Delaware corporation (the “Issuer”), including shares of Common Stock issuable upon conversion of shares of
Series A preferred stock, par value $0.001 per share (“Series A Preferred Stock”). This Amendment is being filed as a result of the Reporting Persons’ entry into the tender and support agreements described herein. Capitalized terms
used but not otherwise defined herein shall have the meanings ascribed to them in the Schedule 13D. Except as otherwise provided herein, all Items of the Schedule 13D remain unchanged.
Item 4.
Purpose of Transaction
Item 4 is hereby
amended to add the following disclosure at the end such item:
On October 19, 2018, the Issuer entered into an Agreement and Plan of Merger (the
“Merger Agreement”) with NCR Corporation (“Parent”) and Orwell Acquisition Corporation, a wholly-owned subsidiary of Parent (“Merger Sub”), providing for the acquisition of the Issuer by Parent in an all cash
transaction, pursuant to a tender offer (the “Offer”), followed by a subsequent
back-end
merger of Merger Sub with and into the Issuer (the “Merger”), with the Issuer surviving the Merger
as a wholly-owned subsidiary of Parent.
In connection with the execution of the Merger Agreement, the Reporting Persons entered into the tender and
support agreements described in Item 6 hereof. The information set forth or incorporated in Item 6 hereof is incorporated herein by reference.
Item 5.
Interest in Securities of the Issuer
Item 5 is hereby amended and restated in its entirety to read as follows:
(a) and (b) Sundara does not own any shares of Common Stock other than the shares of Common Stock issuable upon conversion of the shares of Series A
Preferred Stock purchased thereby, as described in Item 3 above. In addition to the shares of Common Stock issuable upon conversion of the Series A Preferred Stock beneficially owned thereby, as of the date hereof, Mr. Stone beneficially
owns 863,156 shares of Common Stock, including (i) 13,300 shares of Common Stock owned directly, (ii) 125,000 shares of Common Stock owned by LHLJ, (iii) 388,573 shares of Common Stock owned by Main Line Trading Partners, LLC and
(iv) 336,283 shares of Common Stock owned by The Stone Family Trust.
In addition, under the definition of “beneficial ownership” as set
forth in Rule
13d-3
under the Exchange Act, as a result of the entry into the Purchase Agreement, the Reporting Persons may be deemed to be members of a “group” with Flexpoint and, as a result, to
beneficially own the 99,667 shares of Series A Preferred Stock owned by Flexpoint immediately prior thereto and the Underlying Shares into which they may be converted. As described in Item 4 above and for the reasons stated therein, the
Reporting Persons disclaim beneficial ownership of all such securities. On October 18, 2016, Sundara purchased 33,667 shares of Series A Preferred Stock, which shares are convertible into approximately 20.6% of the outstanding shares of Common
Stock. Sundara has the power to vote or direct the vote and to dispose or direct the disposition of such shares. In addition, as the managing member of Sundara, Mr. Stone has the shared power to vote or direct the vote and to dispose or direct
the disposition of such shares. Although the Reporting Persons disclaim beneficial ownership of the shares owned by Flexpoint, if such shares were aggregated with the 33,667 shares of Series A Preferred Stock beneficially owned by the Reporting
Persons, the Reporting Persons would be deemed to beneficially own 133,333 shares of Series A Preferred Stock, convertible into 15,999,960 shares of Common Stock, constituting approximately 50.8% of the outstanding shares of Common Stock. If
aggregated with the 863,156 shares of Common Stock beneficially owned by Mr. Stone, Mr. Stone would be deemed to beneficially own 16,863,116 shares of Common Stock, constituting approximately 53.5% of the outstanding shares of Common
Stock.
Except as set forth above, neither any Reporting Person nor, to the best of the Reporting Persons’ knowledge, Flexpoint, owns any shares of
Common Stock.
Neither the filing of this Statement nor any of its contents shall be deemed to constitute an admission that any Reporting Person is the
beneficial owner of the Series A Preferred Stock or the Common Stock referred to herein for purposes of Section 13(d) of the Exchange Act or for any other purpose, and such beneficial ownership is expressly disclaimed.
(c) Except as specifically set forth in this Item 5, neither any Reporting Person nor, to the best knowledge of the Reporting Persons, Flexpoint, has
effected any transaction in the Series A Preferred Stock or the Common Stock during the past 60 days.
(d) Inapplicable.
(e) Inapplicable.
