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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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^*

TAYLOR MATT

(Last)

(First)

(Middle)

C/O VANTIV, INC.

8500 GOVERNOR'S HILL DRIVE

(Street)

CINCINNATI

45249-1384

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Vantiv, Inc. [ VNTV ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President, Integrated Payments

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	02/24/2015		A		4,582⁽¹⁾	A	$0	4,582	D
Class A Common Stock	02/24/2015		A		40,431⁽²⁾	A	$0	45,013	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$37.1	02/24/2015		A		30,797		⁽³⁾	02/24/2025	Class A Common Stock	30,797	$0	30,797	D
Employee Stock Option (right to buy)	$11.73							⁽⁴⁾	07/12/2021	Class A Common Stock	13,899		13,899	D
Employee Stock Option (right to buy)	$16.79							⁽⁵⁾	09/09/2023	Class A Common Stock	209,182		209,182	D
Employee Stock Option (right to buy)	$10.18							⁽⁶⁾	07/12/2021	Class A Common Stock	20,849		20,849	D

Explanation of Responses:

1. This is time-based restricted stock that vests in four equal annual installments beginning February 24, 2016.

2. This is time-based restricted stock that vests in two equal (subject to rounding) installments on August 31, 2017 and August 31, 2018.

3. The option vests in four equal (subject to rounding) annual installments beginning February 24, 2016.

4. The option vests in seven equal (subject to rounding) quarterly installments on July 12, October 12, January 12 and April 12 (with the option vesting with respect to approximately 1,986 shares underlying the option on each such date), beginning July 12, 2014 and ending January 12, 2016.

5. The option vested with respect to 46,480 shares underlying the option on September 9, 2014. The option vests with respect to the remaining 162,702 shares underlying the option in fourteen equal (subject to rounding) quarterly installments on December 9, March 9, June 9 and September 9 (with the option vesting with respect to approximately 11,620 shares underlying the option on each such date), beginning December 9, 2014 and ending March 9, 2018.

6. The option vests in seven equal (subject to rounding) quarterly installments on July 12, October 12, January 12 and April 12 (with the option vesting with respect to approximately 2,978 shares underlying the option on each such date), beginning July 12, 2014 and ending January 12, 2016.

Remarks:

	/s/ Luke Frutkin, attorney-in-fact for Matt Taylor	02/26/2015
	** 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).
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