1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
SPC Intermex, LP
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☒
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
|
|
|
||
3,192,076(1)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
3,192,076(1)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
3,192,076(1)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
8.4%(2)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(1)
|
Represents 3,192,076 shares of Common Stock held of record by SPC Intermex, LP. SPC Intermex GP, LLC is the general
partner of SPC Intermex, LP. Stella Point Capital, LLC (“Stella Point Capital”) is the sole manager of SPC Intermex GP, LLC. Adam Godfrey and
Justin Wender are the Managing Partners of and jointly control Stella Point Capital. SPC Intermex GP, LLC, Stella Point Capital, Adam Godfrey and Justin Wender may be deemed to share beneficial ownership of the shares of the Issuer’s
Common Stock held of record by SPC Intermex, LP but disclaim beneficial ownership of such shares.
|
(2)
|
Based on information provided by the Issuer as of September 23, 2020, reflecting 38,059,169 shares of Common Stock of
the Issuer issued and outstanding as of such date.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
SPC Intermex GP, LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☒
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
|
|
|
||
3,192,076(1)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
3,192,076(1)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
3,192,076(1)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
8.4%(2)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1)
|
Represents 3,192,076 shares of Common Stock held of record by SPC Intermex, LP. SPC Intermex GP, LLC is the general
partner of SPC Intermex, LP. Stella Point Capital is the sole manager of SPC Intermex GP, LLC. Adam Godfrey and Justin Wender are the Managing Partners of and jointly control Stella Point Capital. SPC Intermex GP, LLC, Stella Point
Capital, Adam Godfrey and Justin Wender may be deemed to share beneficial ownership of the shares of the Issuer’s Common Stock held of record by SPC Intermex, LP but disclaim beneficial ownership of such shares.
|
(2)
|
Based on information provided by the Issuer as of September 23, 2020, reflecting 38,059,169 shares of Common Stock of the Issuer issued and outstanding as of such date.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
Stella Point Capital, LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☒
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
|
|
|
||
3,192,076(1)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
3,192,076(1)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
3,192,076(1)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
8.4%(2)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1)
|
Represents 3,192,076 shares of Common Stock held of record by SPC Intermex, LP. SPC Intermex GP, LLC is the general
partner of SPC Intermex, LP. Stella Point Capital is the sole manager of SPC Intermex GP, LLC. Adam Godfrey and Justin Wender are the Managing Partners of and jointly control Stella Point Capital. SPC Intermex GP, LLC, Stella Point
Capital, Adam Godfrey and Justin Wender may be deemed to share beneficial ownership of the shares of the Issuer’s Common Stock held of record by SPC Intermex, LP but disclaim beneficial ownership of such shares.
|
(2)
|
Based on information provided by the Issuer as of September 23, 2020, reflecting 38,059,169 shares of Common Stock of the Issuer issued and outstanding as of such date.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
Adam Godfrey
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☒
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
United States of America
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
3,192,076(1)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
3,192,076(1)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
3,192,076(1)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
8.4%(2)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN
|
|
|
|||
|
|
(1)
|
Represents 3,192,076 shares of Common Stock held of record by SPC Intermex, LP. SPC Intermex GP, LLC is the general
partner of SPC Intermex, LP. Stella Point Capital is the sole manager of SPC Intermex GP, LLC. Adam Godfrey and Justin Wender are the Managing Partners of and jointly control Stella Point Capital. SPC Intermex GP, LLC, Stella Point
Capital, Adam Godfrey and Justin Wender may be deemed to share beneficial ownership of the shares of the Issuer’s Common Stock held of record by SPC Intermex, LP but disclaim beneficial ownership of such shares.
|
(2)
|
Based on information provided by the Issuer as of September 23, 2020, reflecting 38,059,169 shares of Common Stock of the Issuer issued and outstanding as of such date.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
Justin Wender
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☒
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
United States of America
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
3,192,076(1)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
3,192,076(1)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
3,192,076(1)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
8.4%(2)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN
|
|
|
|||
|
|
(1)
|
Represents 3,192,076 shares of Common Stock shares held of record by SPC Intermex, LP. SPC Intermex GP, LLC is the
general partner of SPC Intermex, LP. Stella Point Capital is the sole manager of SPC Intermex GP, LLC. Justin Wender and Adam Godfrey are the Managing Partners of and jointly control Stella Point Capital. SPC Intermex GP, LLC, Stella
Point Capital, Justin Wender and Adam Godfrey may be deemed to share beneficial ownership of the shares of the Issuer’s Common Stock held of record by SPC Intermex, LP but disclaim beneficial ownership of such shares.
|
(2)
|
Based on information provided by the Issuer as of September 23, 2020, reflecting 38,059,169 shares of Common Stock of the Issuer issued and outstanding as of such date.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
SPC Intermex Representative LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☒
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
|
|
|
||
3,192,076(1)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
3,192,076(1)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
3,192,076(1)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
|||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
8.4%(2)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1)
|
Represents 3,192,076 shares of Common Stock held of record by SPC Intermex, LP. SPC Intermex Representative LLC is a
party to the Shareholders Agreement as an Intermex Representative (as defined in the Shareholders Agreement) and may be deemed to share beneficial ownership of the shares of the Issuer’s Common Stock held of record by SPC Intermex, LP
but disclaim beneficial ownership of such shares.
|
(2)
|
Based on information provided by the Issuer as of September 23, 2020, reflecting 38,059,169 shares of Common Stock of the Issuer issued and outstanding as of such date.
|
|
(1)
|
On October 5, 2020, pursuant to the Offering, the Selling Stockholders sold an aggregate of 4,925,000 shares of Common Stock at a
price to the public of $13.50 per share, of which SPC Intermex, LP sold 4,500,000 shares of Common Stock.
|
(2)
|
On November 3, 2020, SPC Intermex, LP sold 613,750 shares of Common Stock for consideration of $12.7575 per share (which represents
the offering price of $13.50 per share to the public less the underwriting discount of $0.7425 per share).
|
|
SPC INTERMEX, LP
|
|
||
|
|
|
|
|
|
By:
|
SPC Intermex GP, LLC, its General Partner
|
|
|
|
|
|
|
|
|
By:
|
Stella Point Capital, LLC, its managing member
|
|
|
|
|
|
|
|
|
By:
|
/s/ Adam Godfrey
|
|
|
|
|
Name:
|
Adam Godfrey
|
|
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
|
|
|
By:
|
/s/Justin Wender
|
|
|
|
|
Name:
|
Justin Wender
|
|
|
|
Title:
|
Authorized Signatory
|
|
|
SPC INTERMEX GP, LLC
|
|
||
|
|
|
|
|
|
By:
|
Stella Point Capital, LLC, its managing member
|
|
|
|
|
|
|
|
|
By:
|
/s/ Adam Godfrey
|
|
|
|
|
Name:
|
Adam Godfrey
|
|
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
|
|
|
By:
|
/s/ Justin Wender
|
|
|
|
|
Name:
|
Justin Wender
|
|
|
|
Title:
|
Authorized Signatory
|
|
|
STELLA POINT CAPITAL, LLC
|
|
||
|
|
|
|
|
|
By:
|
/s/ Adam Godfrey
|
|
|
|
|
Name:
|
Adam Godfrey
|
|
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
|
|
|
By:
|
/s/ Justin Wender
|
|
|
|
|
Name:
|
Justin Wender
|
|
|
|
Title:
|
Authorized Signatory
|
|
|
SPC INTERMEX REPRESENTATIVE LLC
|
|
||
|
|
|
|
|
|
By:
|
/s/ Adam Godfrey
|
|
|
|
|
Name:
|
Adam Godfrey
|
|
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
|
|
|
By:
|
/s/ Justin Wender
|
|
|
|
|
Name:
|
Justin Wender
|
|
|
|
Title:
|
Authorized Signatory
|
|
|
/s/ Adam Godfrey
|
|
|
Adam Godfrey
|
|
|
/s/ Justin Wender
|
|
|
Justin Wender
|
|