SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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checkbox unchecked Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
checkbox unchecked Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Westphal Jeffrey

(Last) (First) (Middle)
C/O VERTEX, INC.
2301 RENAISSANCE BLVD

(Street)
KING OF PRUSSIA PA 19406

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Vertex, Inc. [ VERX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) checkbox checked Other (specify below)
See Remarks
3. Date of Earliest Transaction (Month/Day/Year)
12/12/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
checkbox checked Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 12/12/2024 C 575,000 A $0 575,000 I By The 2009 Jeffrey R. Westphal Generation Skipping Trust
Class A Common Stock 12/12/2024 S 575,000 D $53.01 0 I By The 2009 Jeffrey R. Westphal Generation Skipping Trust
Class A Common Stock 7,895 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock (1) 12/12/2024 C 575,000(1) (1) (1) Class A Common Stock 575,000 $0 2,639,927 I By The 2009 Jeffrey R. Westphal Generation Skipping Trust
Class B Common Stock (1) (1) (1) Class A Common Stock 838,000 838,000 D
Class B Common Stock (1) (1) (1) Class A Common Stock 1,153,756 1,153,756 I By Rainer J. Westphal 2007 Separate Exempt Trust FBO Jeffrey Westphal
Class B Common Stock (1) (1) (1) Class A Common Stock 332,244 332,244 I By Rainer J. Westphal 2007 Separate Exempt Trust FBO Jeffrey Westphal
Explanation of Responses:
1. 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.
/s/ Anton Pamer, Attorney-in-Fact 12/16/2024
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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