Sec Form 13D Filing - Paul Paradis filing for Sezzle Inc. (SEZL) - 2025-01-03

The principal business address of each Reporting Person is 700 Nicollet Mall, Suite 640, Minneapolis, Minnesota 55402.

Mr. Paradis serves as a Director and as the President of the Issuer, and as the Member of PFL.

None of the Reporting Persons have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

None of the Reporting Persons have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Mr. Paradis is a citizen of the United States of America.

All shares of Common Stock and derivative securities described in Item 5 of the Schedule 13D have been issued to Mr. Paradis in connection with his services to the Issuer as the Issuer's Executive Director and President. On July 30, 2021, Mr. Paradis made a bona-fide gift of 84,211 shares of Common Stock to PFL. On September 9, 2024, Mr. Paradis made a bona-fide gift of 74,432 shares of Common Stock to his spouse.

As of the date of this Amendment No. 1, except as set forth below, the Reporting Persons do not have a plan or proposal that relates to or would result in any of the transactions enumerated in sub items (a) through (j) of the instructions to Item 4 of this Schedule 13D.On July 27, 2019, the Issuer granted Mr. Paradis an option to purchase 13,159 shares of Common Stock at an exercise price equal to $31.92 under the Issuer's 2019 Incentive Plan pursuant to an Option Agreement in the form attached as Exhibit 10.1, which is hereby incorporated by reference. Such option is fully-vested and expires on July 26, 2029 (the "Option Agreement").On June 14, 2023, the Issuer granted Mr. Paradis 31,579 restricted stock units under the Issuer's 2021 Incentive Plan pursuant to an Equity Incentive Plan Notice Award in the form attached as Exhibit 10.2, which is hereby incorporated by reference (the "RSU Grant 1"). The restricted stock units vest over a four-year period, with 25% of the award vesting on January 1, 2024 and the remaining vesting on a quarterly basis thereafter, and are settled in shares of Common Stock on the vesting dates (subject to forfeiture of shares of Common Stock to satisfy tax withholding obligation).On November 20, 2023, Mr. Paradis adopted a Rule 10b5-1 trading arrangement (the "Paradis Plan") that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). The Paradis Plan provides for the potential sale of up to 131,580 shares of the Company's common stock, from February 23, 2024 until termination of the Paradis Plan on November 27, 2024, or earlier if all transactions under the Paradis Plan are completed. The Paradis Plan was terminated on September 3, 2024.On April 1, 2024, the Issuer granted Mr. Paradis 10,000 restricted stock units under the Issuer's 2021 Incentive Plan pursuant to an Equity Incentive Plan Notice Award in the form attached as Exhibit 10.2, which is hereby incorporated by reference (the "RSU Grant 2" and together with RSU Grant 1, the "RSU Grants"). The restricted stock units vest over a four-year period, with 25% of the award vesting on April 1, 2025 and the remaining vesting on a quarterly basis thereafter, and are settled in shares of Common Stock on the vesting dates (subject to forfeiture of shares of Common Stock to satisfy tax withholding obligation).On September 16, 2024, Mr. Paradis' spouse entered into a Rule 10b5-1 trading arrangement (the "Spousal Plan") that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). The Spousal Plan provides for the potential sale of up to 55,500 shares of the Company's common stock, between an estimated start date of January 2, 2025, until termination of the Paradis Plan on September 12, 2025, or earlier if all transactions under the Spousal Plan are completed. The Spousal Plan was amended on December 2, 2024 (the "Amended Spousal Plan") to reduce the number of shares of Company's common stock subject to the Spousal Plan to 12,000 shares of Company common stock, with an estimated start date of April 1, 2025, until termination of the Amended Spousal Plan on September 12, 2025. As of the date hereof, no shares of Common Stock have been sold under the Spousal Plan.Notwithstanding the foregoing, the Reporting Persons reserve the right to effect any such actions as any of them may deem necessary or appropriate in the future.

The Reporting Persons, collectively, currently beneficially own 250,307 shares of Common Stock, which represents 4.5% of the outstanding shares of Common Stock of the Issuer. Such percentage is calculated based on 5,607,034 shares of Common Stock outstanding as of November 1, 2024 (as reported in the Issuer's Form 10-Q filed with the SEC on November 1, 2024).

Mr. Paradis has sole voting and investment power over the shares of Common Stock held by him. As the Member of PFL, Mr. Paradis has sole voting and investment power over the shares of Common Stock held by PFL. Mr. Paradis shares voting and investment power over 55,500 shares of Common Stock held by his spouse

Schedule A annexed hereto describes all transactions in the Common Stock by the Reporting Persons since the filing of the Original Schedule 13D, all of which have been previously reported on Form 4 filings made with the SEC under Section 16 of the Securities Exchange Act of 1934, together with other filings of the Issuer made on Forms 10-Q, Forms 10-K, and in proxy statements.

Not applicable.

The Reporting Persons ceased to be the beneficial owner of more than five percent of the Common Stock on Issuer's common stock on August 16, 2024.

Except with respect to the Options Agreement, the Amended Spousal Plan, and the RSU Grants, there are no contracts, arrangements, understandings, or relationships (legal or otherwise) among the Reporting Persons or between the Reporting Persons and any person with respect to any securities of the Issuer, including any class of the Issuer's securities used as a reference security, in connection with any of the following: call options, put options, security-based swaps or any other derivative securities, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, naming the persons with whom such contracts, arrangements, understandings, or relationships have been entered into.

Exhibit 10.1: Form of Option Agreement (incorporated by reference to Exhibit 10.5 of the Issuer's Registration Statement on Form 10 filed with the SEC on April 13, 2021) - https://www.sec.gov/Archives/edgar/data/1662991/000121390021021218/ea139393ex10-5_sezzleinc.htmExhibit 10.2: Form of Sezzle Equity Incentive Plan Notice for Award for RSUs (filed herewith)Exhibit 10.3: Joint Filing Agreement (incorporated by reference to Exhibit 10.3 of the Original Schedule 13D) - https://www.sec.gov/Archives/edgar/data/1662991/000166299124000016/szl-13dxparadisx2024x01x08.htm#ia3cc72e4424347e4a7c9010667716028_78Exhibit 99.1: Schedule A (filed herewith)