Jeffrey Westphal - Dec 12, 2024 Form 4 Insider Report for Vertex, Inc. (VERX)

Role: Other*
Signature: /s/ Anton Pamer, Attorney-in-Fact
Stock symbol: VERX
Transactions as of: Dec 12, 2024
Transactions value $: -$30,480,750
Form type: 4
Date filed: 12/16/2024, 08:15 PM
Previous filing: Nov 13, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership
transaction	VERX	Class A Common Stock	Conversion of derivative security	$0	+575K		$0.00	575K	Dec 12, 2024	By The 2009 Jeffrey R. Westphal Generation Skipping Trust
transaction	VERX	Class A Common Stock	Sale	-$30.5M	-575K	-100%	$53.01	0	Dec 12, 2024	By The 2009 Jeffrey R. Westphal Generation Skipping Trust
holding	VERX	Class A Common Stock						7.9K	Dec 12, 2024	Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Ownership	Footnotes
transaction	VERX	Class B Common Stock	Conversion of derivative security	$0	-575K	-17.89%	$0.00	2.64M	Dec 12, 2024	Class A Common Stock	575K	By The 2009 Jeffrey R. Westphal Generation Skipping Trust	F1
holding	VERX	Class B Common Stock						838K	Dec 12, 2024	Class A Common Stock	838K	Direct	F1
holding	VERX	Class B Common Stock						1.15M	Dec 12, 2024	Class A Common Stock	1.15M	By Rainer J. Westphal 2007 Separate Exempt Trust FBO Jeffrey Westphal	F1
holding	VERX	Class B Common Stock						332K	Dec 12, 2024	Class A Common Stock	332K	By Rainer J. Westphal 2007 Separate Exempt Trust FBO Jeffrey Westphal	F1

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The Class B Common Stock is convertible at any time at the option of the holder into one share of the Issuer's Class A Common Stock and has no expiration date. The Class B Common Stock will automatically convert into shares of the Issuer's Class A Common Stock on a one-to-one basis either (1) upon any transfer of the Class B Common Stock by the holder, whether or not for value, subject to certain exceptions or (2) if the voting power of the Issuer's outstanding Class B Common Stock represents less than 10% of the combined voting power of all of the Issuer's outstanding common stock.

Content

The Class B Common Stock is convertible at any time at the option of the holder into one share of the Issuer's Class A Common Stock and has no expiration date. The Class B Common Stock will automatically convert into shares of the Issuer's Class A Common Stock on a one-to-one basis either (1) upon any transfer of the Class B Common Stock by the holder, whether or not for value, subject to certain exceptions or (2) if the voting power of the Issuer's outstanding Class B Common Stock represents less than 10% of the combined voting power of all of the Issuer's outstanding common stock.

Remarks:

By virtue of being party to a certain Third Amended and Restated Stockholders' Agreement (the "Stockholders'Agreement"), the Reporting Person may be deemed to be a member of a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with respect to the securities reported herein with the other parties who are bound by the Stockholders'Agreement, which such "group" beneficially owns, in the aggregate, in excess of 10% of the outstanding shares of common stock of the Issuer. The Reporting Person disclaims beneficial ownership of any securities owned by any of the other signatories to the Stockholders'Agreement and the filing of this Form 4 shall not be deemed an admission, for purposes of Section 16 of the Exchange Act or otherwise, that the Reporting Person and any other person or persons constitute a "group" for purposes of Section 13(d)(3) of the Exchange Act or Rule 13d-5 thereunder. The Reporting Person does not have any pecuniary interest in any of the securities beneficially owned by any of the other signatories to the Stockholders'Agreement.