FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 10/15/2015 |
3. Issuer Name and Ticker or Trading Symbol
FIRST DATA CORP [ FDC ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Class A Common Stock | 79,091(1) | D |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Class B Common Stock | (2)(3) | (2)(3) | Class A Common Stock | 120,218(3) | (2) | D | |
Stock Options (right to buy) | (4) | 02/24/2025 | Class B Common Stock(2) | 79,091 | $14.23 | D | |
Stock Options (right to buy) | (5) | 05/12/2025 | Class B Common Stock(2) | 82,254 | $15.81 | D | |
Stock Options (right to buy) | (6) | 10/14/2025 | Class A Common Stock | 79,091 | $16 | D |
Explanation of Responses: |
1. Represents a grant of restricted Class A common stock ("Class A Common Stock") of First Data Corporation (the "Issuer"), of which, subject to the reporting person's continued employment through each applicable vesting date, two thirds will vest over time, with one fourth of such amount vesting on each of December 31, 2017, 2018, 2019 and 2020, and one third will vest upon the Issuer's achievement of a closing trading price of the Class A Common Stock equal to or greater than $32.00 per share over any ten consecutive trading-day period following the Issuer's initial public offering. |
2. Shares of Class B common stock of the Issuer ("Class B Common Stock") are convertible into shares of Class A Common Stock on a one-for-one basis at any time at the option of the holder with the prior written consent of the Issuer, automatically upon transfer, with certain exceptions, and upon certain other events. |
3. Includes 79,091 shares of restricted Class B Common Stock, of which (i) 20% will vest upon the expiration of the 180-day lock-up period in connection with the Issuer's initial public offering, (ii) 40% will vest on February 24, 2017 and (iii) the remaining 40% will vest on February 24, 2018, subject to continued employment through the applicable vesting dates. |
4. These stock options vest in equal annual installments on each of the first five anniversaries of February 24, 2015, subject to continued employment through each applicable vesting date. |
5. These stock options vest in equal annual installments on each of the first three anniversaries of May 12, 2015, subject to continued employment through each applicable vesting date. |
6. Of the 79,091 stock options granted, subject to the reporting person's continued service through each applicable vesting date, two thirds will vest over time, with one fourth of such amount vesting on each of December 31, 2017, 2018, 2019 and 2020, and one third will vest upon the Issuer's achievement of a closing trading price of the Class A Common Stock equal to or greater than $32.00 per share over any ten consecutive trading-day period following the Issuer's initial public offering. |
Remarks: |
Title - Executive Vice President, Head of Human Resources Exhibit 24 - Power of Attorney |
By: /s/ Gretchen A. Herron, attorney-in-fact | 10/15/2015 | |
** 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 5 (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. |