| Item 1. | |
| (a) | Name of issuer:
PRIORITY TECHNOLOGY HOLDINGS, INC. |
| (b) | Address of issuer's principal executive offices:
2001 Westside Parkway, Suite 155, Alpharetta, GA 30004 |
| Item 2. | |
| (a) | Name of person filing:
(i) Trident Finxera Holdings LP ("Holdings LP"); (ii) Trident Finxera Holdings GP LLC ("Holdings GP LLC"); (iii) Trident VII, L.P. ("Trident VII"); (iv) Trident Capital VII, L.P. ("Trident VII GP"); (v) Stone Point Capital LLC ("Stone Point Capital") |
| (b) | Address or principal business office or, if none, residence:
The principal address of each of the Reporting Persons is c/o Stone Point Capital LLC, 20 Horseneck Lane, Greenwich, CT 06830. |
| (c) | Citizenship:
(i) Holdings LP - Delaware; (ii) Holdings GP LLC - Delaware; (iii) Trident VII - Cayman Islands; (iv) Trident VII GP - Cayman Islands; (v) Stone Point Capital - Delaware |
| (d) | Title of class of securities:
Common stock, par value $0.001 per share |
| (e) | CUSIP No.:
74275G107 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
|
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
The information in items 5 through 9 and item 11 on the cover pages to this Schedule 13G is hereby incorporated by reference.
As of the date hereof, none of the Reporting Persons beneficially own shares of Common Stock. All calculations of percentage ownership herein are based on an aggregate of 77,165,973 shares of Common Stock outstanding as of November 1, 2024, as disclosed in the Form 10-Q. |
| (b) | Percent of class:
0 %
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| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
0
|
| | (ii) Shared power to vote or to direct the vote:
0
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| | (iii) Sole power to dispose or to direct the disposition of:
0
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| | (iv) Shared power to dispose or to direct the disposition of:
0
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
| |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
| |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
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Rule 13d-1(c)