FORM 5 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
Form 3 Holdings Reported. | |||||||||||||||||
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Form 4 Transactions Reported. |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
GLOBAL PAYMENTS INC [ GPN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Statement for Issuer's Fiscal Year Ended
(Month/Day/Year) 12/31/2022 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | |||||||||||||||
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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 at end of Issuer's Fiscal Year (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||||||
Amount | (A) or (D) | Price | |||||||||||||
Common Stock | 153,210(1) | I | The 2021 Jeffrey S. Sloan Grantor Retained Annuity Trust | ||||||||||||
Common Stock | 05/05/2022 | G | 4,820 | D | (2) | 0(3) | I | By the 2020 Jeffrey S. Sloan Grantor Retained Annuity Trust | |||||||
Common Stock | 05/05/2022 | G | 4,820 | A | (2) | 16,780 | I | By the Jeffrey S. Sloan Family Trust(4) | |||||||
Common Stock | 08/03/2022 | F4(5) | 12,350 | D | $130.15 | 272,538(1)(6) | D | ||||||||
Common Stock | 138,270 | I | By the Sloan Descendant's Trust(7) | ||||||||||||
Common Stock | 15,430 | I | The 2020 Mid-Year Jeffrey S. Sloan Grantor Retained Annuity Trust |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | ||||||||||||||
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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) | |||
(A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
1. On March 3, 2022, the reporting person contributed 153,210 shares of the Company's common stock he previously held directly to the 2021 Jeffrey S. Sloan GRAT, of which he serves as the trustee. |
2. Shares transferred without consideration. |
3. On May 5, 2022, the 2020 Jeffrey S. Sloan GRAT distributed (x) 4,820 shares to the Jeffrey S. Sloan Family Trust as the remaindermen, which continue to be reported on this Form 4 as indirectly owned and (y) 33,553 shares to the reporting person as an annuity payment in accordance with the terms of the GRAT instrument. Thereafter the 2020 Jeffrey S.Sloan GRAT terminated. |
4. These shares are held in a trust for the benefit of the reporting person's children. The reporting person's spouse is a trustee of the trust. The reporting person disclaims beneficial ownership of these securities and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose, except to the extent of his pecuniary interest.. |
5. Represents the disposition of shares to the company to cover taxes on the vesting of awards. |
6. Reflects the March 3, 2022 distribution by the 2020 Mid-Year Jeffrey S. Sloan GRAT of 35,638 shares to the reporting person as an annuity payment in accordance with the terms of the GRAT instrument. |
7. These shares are held in a trust for the benefit of the reporting person's lineal descendants. The reporting person's spouse is a trustee of the trust. The reporting person disclaims beneficial ownership of these securities and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose, except to the extent of his pecuniary interest. |
Remarks: |
/s/ David L. Green, attorney-in-fact for Jeffrey S. Sloan | 01/13/2023 | |
** 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. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |