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

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1. Name and Address of Reporting Person* Stone Laurence L (Last) (First) (Middle) 725 EAGLE FARM ROAD (Street) VILLANOVA PA 19085 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/18/2016	3. Issuer Name and Ticker or Trading Symbol JetPay Corp [ JTPY ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X 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)
Common Stock	13,300	D
Common Stock	125,000	I	See Footnote(1)
Common Stock	388,573	I	See Footnote(2)
Common Stock	339,750	I	See Footnote(3)

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
Series A Preferred Stock	(4)(5)	(4)(5)	Common Stock	3,482,793	$2.9	I	See Footnote(6)

1. Name and Address of Reporting Person* Stone Laurence L (Last) (First) (Middle) 725 EAGLE FARM ROAD (Street) VILLANOVA PA 19085 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Sundara Investment Partners, LLC (Last) (First) (Middle) 725 EAGLE FARM ROAD (Street) VILLANOVA PA 19085 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Consists of shares of common stock owned by LHLJ, Inc., a Delaware corporation of which Mr. Stone is the sole stockholder.

2. Consists of shares of common stock owned by Main Line Trading Partners, LLC, a Delaware limited liability company of which Mr. Stone is a managing member and owner of substantially all of the equity interests.

3. Consists of shares of common stock owned by The Stone Family Trust, an irrevocable trust for the benefit of Mr. Stone's children, of which his wife serves as a trustee.

4. The Series A Preferred Stock is convertible into Common Stock. The Series A Preferred Stock is subject to the terms and conditions of that certain Amended and Restated Securities Purchase Agreement, among JetPay Corporation, Flexpoint Fund II, L.P. and Sundara Investment Partners, LLC, dated as of October 18, 2016 (the "Purchase Agreement") and that certain Certificate of Designation, as amended, governing the Series A Preferred Stock. The holders of the Series A Preferred Stock may convert shares of Series A Preferred Stock at any time, in whole or in part, into a number of shares of Common Stock equal to the quotient determined by dividing (i) the original issue price of $300 per share of Series A Preferred Stock, by (ii) the conversion price, then in effect ("Conversion Price").

5. (Continued from Footnote 4) The Conversion Price currently in effect is $2.90. Subject to certain exceptions, if JetPay Corporation issues shares of Common Stock or securities convertible or exercisable into Common Stock below the then-applicable conversion price, the conversion price will be adjusted downward; additionally, pursuant to the Purchase Agreement, the Series A Preferred Stock is also subject to downward adjustment in the case of certain indemnification claims against JetPay Corporation. The Conversion Price is also subject to customary anti-dilution adjustments.

6. The Series A Preferred Stock is held by Sundara Investment Partners, LLC, of which Mr. Stone is the sole managing member, and, accordingly may also be deemed to have beneficial ownership of such shares.

Remarks:

	/s/ Laurence L. Stone	10/28/2016
	Sundara Investment Partners, LLC, By: Laurence L. Stone, Managing Member, /s/ Laurence L. Stone	10/28/2016
	** Signature of Reporting Person	Date
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