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Filing Details

Accession Number:: 0001746475-19-000004
Form Type:: 13D Filing
Publication Date:: 2019-08-21 16:50:13

Filed By:: Priore Thomas Charles
Company:: Priority Technology Holdings Inc. (NASDAQ:PRTH)
Filing Date:: 2019-08-21
SEC Url:: 13D Filing

Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name	Sole Voting Power	Shared Voting Power	Sole Dispositive Power	Shared Dispositive Power	Aggregate Amount Owned Power	Percent of Class
Thomas C. Priore	46,113,250	620,810	46,113,250	620,810	46,734,060	69.7%
Priority Incentive Equity Holdings	0	620,810	0	620,810	620,810	0.93%

Filing



SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Priority Technology Holdings, Inc.
(Name of Issuer)

Common Stock, par value $0.001 per share
(Title of Class of Securities)

74275G 107
(CUSIP Number)

Thomas C. Priore c/o Priority Technology Holdings, Inc. 2001 Westside Parkway, Suite 155 Alpharetta, GA 30004 (800) 935-5961 With a copy to: John Mahon, Esq. F. Xavier Kowalski, Esq. Schulte Roth & Zabel LLP 919 Third Avenue New York, NY 10022 (212) 756-2000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

August 19, 2019
(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐

(Page 1 of 7 Pages)

* 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 disclosures provided in a prior cover page.

The information required on 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 (however, see the Notes).



CUSIP No. 74275G 107	SCHEDULE 13D	Page 2 of 7 Pages



1	NAME OF REPORTING PERSON Thomas C. Priore
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS OO (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER 46,113,250
	8	SHARED VOTING POWER 620,810
	9	SOLE DISPOSITIVE POWER 46,113,250
	10	SHARED DISPOSITIVE POWER 620,810
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 46,734,060
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 69.7% (based on 67,007,172 shares of Common Stock outstanding on August 9, 2019)
14	TYPE OF REPORTING PERSON IN



CUSIP No. 74275G 107	SCHEDULE 13D	Page 3 of 7 Pages



1	NAME OF REPORTING PERSON Priority Incentive Equity Holdings, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS OO (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 620,810
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 620,810
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 620,810
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.93% (based on 67,007,172 shares of Common Stock outstanding on August 9, 2019)
14	TYPE OF REPORTING PERSON OO



CUSIP No. 74275G 107	SCHEDULE 13D	Page 4 of 7 Pages

This Amendment No. 1 (“Amendment No. 1”) amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on August 3, 2018 (the “Original Schedule 13D”). Capitalized terms used herein and not otherwise defined in this Amendment No. 1 have the meanings set forth in the Original Schedule 13D.



Item 1.	Security and Issuer
	Item 1 of the Original Schedule 13D is hereby amended and restated as follows:
	This Amendment No. 1 to Schedule 13D relates to the Common Stock, $0.001 par value per share (“Common Stock”) of Priority Technology Holdings, Inc., a Delaware corporation (the “Issuer”), with principal executive offices at 2001 Westside Parkway, Suite 155, Alpharetta, GA 30004.



Item 2.	Identity and Background

	Item 2 of the Original Schedule 13D is hereby amended and restated as follows:
(a)	This statement is filed by:

	(i)	Priority Incentive Equity Holdings, LLC (“PIEH”), with respect to the shares of Common Stock directly held by it; and

	(ii)	Thomas C. Priore (“Mr. Priore”), who serves as the managing member of Priority Investment Holdings, LLC (“PIH”), the manager of PIEH, with respect to the shares of Common Stock directly held by him and by PIEH.

	The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.” Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

	The filing of this statement should not be construed as an admission that any Reporting Person is the beneficial owner of the securities reported herein.

(b)	The principal business address of the Reporting Persons and PIH is c/o Priority Technology Holdings, Inc., 2001 Westside Parkway, Suite 155, Alpharetta, GA 30004.

(c)	The principal business of PIEH is to hold shares of Common Stock reflecting equity incentive awards that have been granted to certain employees and former employees of the Issuer and its predecessor. The principal business of Mr. Priore is to serve as the sole managing member of PIEH. The principal business of PIH is to serve as the manager of PIEH.

(d)	None of the Reporting Persons nor PIH has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).



CUSIP No. 74275G 107	SCHEDULE 13D	Page 5 of 7 Pages



(e)	On June 21, 2010, the SEC filed a civil lawsuit against ICP Asset Management ("ICP") and Mr. Priore in his role as majority owner, President and Chief Investment Officer of ICP’s registered investment advisor. The SEC principally alleged that portfolio rebalancing trades executed by ICP at the height of the credit crisis, in connection with its management of the assets of four collateralized debt obligation vehicles (the "CDOs"), violated certain fiduciary duties and obligations under the CDOs’ trust indentures. The SEC contended that certain trades executed by ICP at purchase prices between the CDO trusts, should have been executed at then prevailing market prices and on an arms’ length basis, and, by failing to do so, ICP caused the CDOs to overpay for securities in violation of its fiduciary duty. The SEC further alleged that the nature of certain trades were mischaracterized to investors and executed without requisite approvals from the CDOs’ trustee. On August 14, 2012, Mr. Priore and ICP agreed to a civil settlement with regulators without admitting or denying the allegations, consenting to the entry of a civil order by the SEC. On March 11, 2015, the administrative settlement was entered pertaining to the SEC Order that barred Mr. Priore from associating with any broker, dealer, investment adviser, municipal securities dealer or transfer agent, and from participating in any offering involving a penny stock, for a minimum of five years from the date of the SEC Order with the right to apply to the applicable regulatory body for reentry thereafter. The SEC Order does not, nor has it ever, prohibited Mr. Priore’s involvement with Priority, or his service as Executive Chairman of the Issuer subsequent to the Business Combination.

	Neither PIEH nor PIH has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)	PIEH is a Delaware limited liability company. Mr. Priore is a citizen of the United States. PIH is a Delaware limited liability company.



Item 3.	Source and Amounts of Funds or Other Consideration

	Item 3 of the Original Schedule 13D is hereby amended and supplemented by the addition of the following: On February 15, 2018, the Issuer consummated an offer to exchange warrants to acquire shares of Common Stock for shares of Common Stock (“Warrant Exchange”). The Warrant Exchange was conducted pursuant to a Prospectus/Offer to Exchange, dated February 11, 2019, whereby each warrantholder whose warrants were exchanged pursuant to the offer received 0.1920 shares of Common Stock for each warrant validly tendered by such holder and exchanged. In the Warrant Exchange, Mr. Priore disposed of warrants to purchase 319,087 shares of Common Stock in exchange for 61,264 shares of Common Stock and PIEH disposed of warrants to purchase 20,403 shares of Common Stock in exchange for 3,917 shares of Common Stock. The foregoing description is a summary of the Warrant Exchange, and does not purport to be complete and is qualified in its entirety by reference to the full text of the Prospectus/Offer to Exchange, which is filed as Exhibit 5 to this Amendment No. 1 to Schedule 13D.



CUSIP No. 74275G 107	SCHEDULE 13D	Page 6 of 7 Pages



Item 5.	Interest in Securities of the Issuer
Item 5 of the Original Schedule 13D is hereby amended and restated as follows:
(a)	See rows (11) and (13) of the cover pages to this this Amendment No. 1 to Schedule 13D for the aggregate number of shares of Common Stock and percentages of the Common Stock beneficially owned by the Reporting Persons. The percentages used in this this Amendment No. 1 to Schedule 13D are calculated based upon 67,007,172 shares of Common Stock reported to be outstanding as of August 9, 2019, as disclosed in the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 15, 2019.

(b)	See rows (7) through (10) of the cover pages to this this Amendment No. 1 to Schedule 13D for the number of shares of Common Stock as to which the Reporting Persons have the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.

(c)	On August 19, 2019, PIEH distributed an aggregate of 2,425,801 shares of Common Stock of the Issuer held by it to certain of its members.



(d)	Certain employees and former employees of the Issuer and its predecessors have the power to direct the receipt of dividends from, and the right to receive proceeds from the sale, of the Subject Shares by PIEH.

(e)	Not applicable.



Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

	Item 6 of the Original Schedule 13D is hereby amended and supplemented by the addition of the following:
	Mr. Priore has pledged 47,732,899 shares of Common Stock held by him pursuant to a letter of credit.



Item 7.	Material to be Filed as Exhibits

	Item 7 of the Original Schedule 13D is hereby amended and supplemented by the addition of the following:



	Exhibit 5		Prospectus/Offer to Exchange (incorporated by reference to Form 424B3 filed with the Securities and Exchange Commission on February 11, 2019)



CUSIP No. 74275G 107	SCHEDULE 13D	Page 7 of 7 Pages

SIGNATURE

After reasonable inquiry and to the best of its or his knowledge and belief, each of the undersigned certifies that the information set forth in this Amendment No. 1 to Schedule 13D is true, complete and correct.

Date: August 19, 2019



	PRIORITY INCENTIVE EQUITY HOLDINGS, LLC

	By: Priority Investment Holdings LLC, its Manager

	/s/ Thomas C. Priore
	Name: Thomas C. Priore Title: Managing Member



	/s/ Thomas C. Priore
	THOMAS C. PRIORE