UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )
i3 Verticals, Inc.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
46571Y107
(CUSIP NUMBER)
September 30, 2018
(Date of Event which Requires Filing of Statement)
Check the appropriate box to designate the Rule pursuant
to which this
Schedule is filed:
[x] Rule 13d - 1(b)
Rule 13d - 1(c)
Rule 13d - 1(d)
1. Name of Reporting Person
T. ROWE PRICE ASSOCIATES, INC.
52-0556948
2. Check the Appropriate Box if a Member of a Group
NOT APPLICABLE
3. SEC Use Only
4. Citizenship or Place of Organization
Maryland
Number of Shares Beneficially Owned by Each Reporting
Person With
5. Sole Voting Power* 153,579
6. Shared Voting Power* 0
7. Sole Dispositive Power* 924,198
8. Shared Dispositive Power 0
9. Aggregate Amount Beneficially Owned by Each Reporting
Person
924,198
10. Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares
NOT APPLICABLE
11. Percent of Class Represented by Amount in Row 9
10.1%
12. Type of Reporting Person
IA
*Any shares reported in Items 5 and 6 are also reported
in Item 7.
1. Name of Reporting Person
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
52-1575325
2. Check the Appropriate Box if a Member of a Group
NOT APPLICABLE
3. SEC Use Only
4. Citizenship or Place of Organization
Maryland
Number of Shares Beneficially Owned by Each Reporting
Person With
5. Sole Voting Power* 689,719
6. Shared Voting Power* 0
7. Sole Dispositive Power* 0
8. Shared Dispositive Power 0
9. Aggregate Amount Beneficially Owned by Each Reporting
Person
689,719
10. Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares
NOT APPLICABLE
11. Percent of Class Represented by Amount in Row 9
7.5%
12. Type of Reporting Person
IV
*Any shares reported in Items 5 and 6 are also reported
in Item 7.
Item 1(a) Name of Issuer:
i3 Verticals, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
40 BURTON HILLS BLVD. SUITE 415 NASHVILLE, TN 37215
Item 2(a) Name of Person(s) Filing:
(1) T. ROWE PRICE ASSOCIATES, INC. ("Price Associates")
(2) T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
X Attached as Exhibit A is a copy of an agreement between
the Persons Filing
(as specified hereinabove) that this Schedule 13G is
being filed on behalf
of each of them.
Item 2(b) Address of Principal Business Office:
100 E. Pratt Street, Baltimore, MD 21202
Item 2(c) Citizenship or Place of Organization:
(1) Maryland
(2) Maryland
Item 2(d) Title of Class of Securities: COMMON STOCK
Item 2(e) Cusip Number: 46571Y107
Item 3: The person filing this Schedule 13G is an:
X Investment Adviser registered under Section 203 of
the Investment
Advisers Act of 1940
X Investment Company registered under Section 8 of
the Investment
Company Act of 1940
Item 4: Reference is made to Items 5-11 on the preceding
pages of this
Schedule 13G.
Item 5: Ownership of Five Percent or Less of a Class
Not Applicable
Item 6: Ownership of More than Five Percent on Behalf
of Another Person
(1) Price Associates does not serve as custodian of
the assets of any of
its clients; accordingly, in each
instance only the client or the
client's custodian or trustee
bank has the right to receive dividends
paid with respect to, and proceeds
from the sale of, such securities.
The ultimate power to direct the
receipt of dividends paid with
respect to, and the proceeds from
the sale of, such securities, is
vested in the individual and institutional
clients which Price
Associates serves as investment
adviser. Any and all discretionary
authority which has been delegated
to Price Associates may be revoked
in whole or in part at any time.
Except as may be indicated if
this is a joint filing with one of the
registered investment companies
sponsored by Price Associates which it
also serves as investment adviser
("T. Rowe Price Funds"), not more
than 5% of the class of such securities
is owned by any one client
subject to the investment advice
of Price Associates.
(2) With respect to securities owned by any one of
the T. Rowe Price
Funds, only the custodian for
each of such Funds, has the right to
receive dividends paid with respect
to, and proceeds from the sale of,
such securities. No other person
is known to have such right, except
that the shareholders of each
such Fund participate proportionately
in any dividends and distributions
so paid.
Item 7: Identification and Classification of the Subsidiary
Which Acquired the
Security Being Reported on By
the Parent Holding Company.
Not Applicable
Item 8: Identification and Classification of Members
of the Group
Not Applicable
Item 9: Notice of Dissolution of Group
Not Applicable
Item 10: Certification
By signing below I certify that,
to the best of my knowledge and
belief, the securities referred
to above were acquired in the
ordinary course of business and
were not acquired and are not
held for the purpose of or with
the effect of changing or
influencing the control of the
issuer of the securities and were
not acquired and are not held in
connection with or as a participant
in any transaction having that
purpose or effect. T. Rowe Price
Associates, Inc. hereby declares
and affirms that the filing
of Schedule 13G shall not be construed
as an admission that Price
Associates is the beneficial owner
of the securities referred to,
which beneficial ownership is expressly
denied.
Signature.
After reasonable inquiry and to
the best of my knowledge and belief,
I certify that the information
set forth in this statement is true,
complete and correct.
T. ROWE PRICE ASSOCIATES, INC.
Date: October 10, 2018
Signature: /s/ David Oestreicher
Name & Title: David Oestreicher, Vice President
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
Date: October 10, 2018
Signature: /s/ David Oestreicher
Name & Title: David Oestreicher, Vice President
09/30/2018
EXHIBIT A
AGREEMENT
JOINT FILING OF SCHEDULE 13G
Price Associates, Inc. (an investment adviser registered
under the Investment
Advisers Act of 1940), and
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.,
all of which are Maryland corporations, hereby agree
to file jointly the
statement on Schedule 13G to which this Agreement is
attached, and any
amendments thereto which may be deemed necessary, pursuant
to Regulation 13D-G
under the Securities Exchange Act of 1934.
It is understood and agreed that each of the parties
hereto is responsible for
the timely filing of such statement and any amendments
thereto, and for the
completeness and accuracy of the information concerning
such party contained
therein, but such party is not responsible for the
completeness or accuracy of
information concerning the other party unless such
party knows or has reason to
believe that such information is inaccurate.
It is understood and agreed that a copy of this Agreement
shall be attached as
an exhibit to the statement on Schedule 13G, and any
amendments hereto, filed
on behalf of each of the parties hereto.
T. ROWE PRICE ASSOCIATES, INC.
Date: October 10, 2018
Signature: /s/ David Oestreicher
Name & Title: David Oestreicher, Vice President
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
Date: October 10, 2018
Signature: /s/ David Oestreicher
Name & Title: David Oestreicher, Vice President
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