0000899243-19-023962.txt : 20190919 0000899243-19-023962.hdr.sgml : 20190919 20190919200845 ACCESSION NUMBER: 0000899243-19-023962 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190917 FILED AS OF DATE: 20190919 DATE AS OF CHANGE: 20190919 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CLONINGER KRISS III CENTRAL INDEX KEY: 0001075285 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-16111 FILM NUMBER: 191102517 MAIL ADDRESS: STREET 1: 1932 WYNNTON ROAD CITY: COLUMBUS STATE: GA ZIP: 31999 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: GLOBAL PAYMENTS INC CENTRAL INDEX KEY: 0001123360 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 582567903 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3550 LENOX ROAD CITY: ATLANTA STATE: GA ZIP: 30326 BUSINESS PHONE: 7708298030 MAIL ADDRESS: STREET 1: 3550 LENOX ROAD CITY: ATLANTA STATE: GA ZIP: 30326 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2019-09-17 0 0001123360 GLOBAL PAYMENTS INC GPN 0001075285 CLONINGER KRISS III 3550 LENOX ROAD ATLANTA GA 30326 1 0 0 0 Common Stock 2019-09-17 4 A 0 25577 0.00 A 25577 D Non-qualified Stock Option (Right to Buy) 21.90 2019-09-17 4 A 0 379 0.00 A 2019-09-17 2021-01-31 Common Stock 379 379 D Non-qualified Stock Option (Right to Buy) 23.48 2019-09-17 4 A 0 1064 0.00 A 2019-09-17 2021-05-03 Common Stock 1064 1064 D Non-qualified Stock Option (Right to Buy) 28.73 2019-09-17 4 A 0 5908 0.00 A 2019-09-17 2022-05-31 Common Stock 5908 5908 D Non-qualified Stock Option (Right to Buy) 29.01 2019-09-17 4 A 0 6434 0.00 A 2019-09-17 2023-04-30 Common Stock 6434 6434 D Non-qualified Stock Option (Right to Buy) 39.22 2019-09-17 4 A 0 5712 0.00 A 2019-09-17 2024-04-30 Common Stock 5712 5712 D Non-qualified Stock Option (Right to Buy) 50.59 2019-09-17 4 A 0 6113 0.00 A 2019-09-17 2025-05-10 Common Stock 6113 6113 D Non-qualified Stock Option (Right to Buy) 65.75 2019-09-17 4 A 0 5281 0.00 A 2019-09-17 2026-05-10 Common Stock 5281 5281 D Reflects the issuance of shares of Global Payments common stock, without par value ("Global Payments Common Stock"), contemplated by the Agreement and Plan of Merger, dated as of May 27, 2019 (the "Merger Agreement"), by and between Total System Services, Inc. ("TSYS") and Global Payments Inc. ("Global Payments"), pursuant to which, at the effective time of the Merger (the "Effective Time"), TSYS merged with and into Global Payments, with Global Payments as the surviving entity. In accordance with the terms of the Merger Agreement, each share of TSYS common stock, par value $0.10 per share ("TSYS Common Stock"), was converted into 0.8101 shares (the "Exchange Ratio") of Global Payments Common Stock. In accordance with the terms of the Merger Agreement, each stock option to purchase shares of TSYS Common Stock (a "TSYS Stock Option") that was outstanding and unexercised immediately prior to the Effective Time was automatically converted into an option to purchase (i) that number of shares of Global Payments Common Stock (rounded down to the nearest whole share) equal to the product of (A) the number of shares of TSYS Common Stock subject to such TSYS Stock Option immediately prior to the Effective Time and (B) the Exchange Ratio, (ii) at an exercise price per share of Global Payments Common Stock (rounded up to the nearest whole cent) equal to the quotient of (A) the exercise price per share of TSYS Common Stock of such TSYS Stock Option immediately prior to the Effective Time and (B) the Exchange Ratio. These options were fully vested and exercisable at the Effective Time. By: David Green, attorney-in-fact 2019-09-19