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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
EVO Payments, Inc. [ EVOP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/24/2023 | ||||||||||||||||||||||||||
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 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 | 03/24/2023 | D | 43,613 | D | (1) | 0 | D |
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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Units | (3) | 03/24/2023 | D | 6,874 | (1) | (1) | Class A Common Stock | 6,874 | (1) | 0 | D | ||||
Restricted Stock Units | (3) | 03/24/2023 | D | 4,945 | (1) | (1) | Class A Common Stock | 4,945 | (1) | 0 | D | ||||
Restricted Stock Units | (3) | 03/24/2023 | D | 12,569 | (1)(4) | (1) | Class A Common Stock | 12,569 | (1) | 0 | D | ||||
Restricted Stock Units | (3) | 03/24/2023 | D | 21,388 | (1) | (1) | Class A Common Stock | 21,388 | (1) | 0 | D | ||||
Performance Stock Units | (3) | 03/24/2023 | D | 19,998 | (5) | (2) | Class A Common Stock | 19,998 | (2) | 0 | D | ||||
Performance Stock Units | (3) | 03/24/2023 | D | 16,041 | (6) | (2) | Class A Common Stock | 16,041 | (2) | 0 | D | ||||
Options (right to buy) | $27.28 | 03/24/2023 | D | 19,945 | 11/18/2023 | 11/18/2029 | Class A Common Stock | 19,945 | (8) | 0 | D | ||||
Options (right to buy) | $25.28 | 03/24/2023 | D | 15,414 | 02/28/2024 | 02/28/2030 | Class A Common Stock | 15,414 | (8) | 0 | D | ||||
Options (right to buy) | $25.46 | 03/24/2023 | D | 22,112 | (7) | 02/26/2031 | Class A Common Stock | 22,112 | (8) | 0 | D |
Explanation of Responses: |
1. As of the Transaction Date and pursuant to a merger agreement between the Issuer and Global Payments Inc. (the "Merger Agreement"), RSUs were canceled in exchange for a total cash payment of $1,556,384.00, representing the number of shares multiplied by the applicable consideration amount required in the Merger Agreement. The cash payment includes $233,716.00 for 6,874 units (which would have vested on the fourth anniversary of 11/18/2019), $168,130.00 for 4,945 units (which would have vested on the fourth anniversary of 2/28/2020), $427,346.00 for 12,569 units, and $727,192.00 for 21,388 units (which would have vested ratably on the second and third anniversary of 2/24/2022). Vested shares were also canceled and provided consideration pursuant to the Merger Agreement. |
2. As of the Transaction Date and pursuant to the Merger Agreement, PSUs were canceled in exchange for a total cash payment of $1,225,326.00, representing the number of shares multiplied by the applicable consideration amount required in the Merger Agreement. The cash payment includes $679,932.00 for 19,998 units and $545,394.00 for 16,041 units. |
3. Upon vesting, restricted stock units and performance stock units convert to shares of Issuer common stock on a one-for-one basis. |
4. The RSU grant provided for vesting of 12,569 units on the third anniversary of 2/26/2021. |
5. The PSU grant provided for vesting of 19,998 units on 2/24/2025, subject to satisfying additional performance conditions. |
6. The PSU grant provided for vesting of 16,041 units on 3/31/2025, subject to satisfying additional performance conditions. |
7. The options grant provided for vesting of 22,112 units on the third anniversary of 2/26/2021. |
8. As of the Transaction Date and pursuant to the Merger Agreement, option rights were canceled in exchange for a total cash payment of $457,276.96, representing the number of shares multiplied by the applicable consideration amount required in the Merger Agreement. The cash payment includes $134,030.40 for 19,945 units, $134,410.08 for 15,414 units, and $188,836.48 for 22,112 units. |
Remarks: |
/s/ Steven J. de Groot, Attorney-in-Fact | 03/28/2023 | |
** 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. |