0001144354-15-000120.txt : 20151230
0001144354-15-000120.hdr.sgml : 20151230
20151230185040
ACCESSION NUMBER: 0001144354-15-000120
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20151211
FILED AS OF DATE: 20151230
DATE AS OF CHANGE: 20151230
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: HEARTLAND PAYMENT SYSTEMS INC
CENTRAL INDEX KEY: 0001144354
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 300 CARNEGIE CENTER BLVD., SUITE 300
CITY: PRINCETON
STATE: NJ
ZIP: 08540
BUSINESS PHONE: 6098062647
MAIL ADDRESS:
STREET 1: 300 CARNEGIE CENTER BLVD., SUITE 300
CITY: PRINCETON
STATE: NJ
ZIP: 08540
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GILBERT DAVID L
CENTRAL INDEX KEY: 0001107613
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-32594
FILM NUMBER: 151314550
MAIL ADDRESS:
STREET 1: 305 HARTMANN DR
CITY: LEBANON
STATE: TN
ZIP: 37087
4
1
wf-form4_145151942987119.xml
FORM 4
X0306
4
2015-12-11
0
0001144354
HEARTLAND PAYMENT SYSTEMS INC
HPY
0001107613
GILBERT DAVID L
C/O HEARTLAND PAYMENT SYSTEMS, INC.
90 NASSAU STREET
PRINCETON
NJ
08542
0
1
0
0
President - Hospitality Group
Common Stock
2015-12-22
4
J
0
15731
0
A
43877
D
Common Stock
2015-12-22
4
F
0
6602
95.72
D
37275
D
Restricted Stock Unit
2015-12-11
4
A
0
3615
0
A
Common Stock
3615.0
3615
D
Restricted Stock Units
2015-12-22
4
J
0
13074
0
D
2024-06-14
Common Stock
13074.0
0
D
Restricted Stock Units
2015-12-22
4
J
0
841
0
D
2023-12-06
Common Stock
841.0
841
D
Restricted Stock Unit
2015-12-22
4
J
0
551
0
D
2019-12-19
Common Stock
551.0
1103
D
Restricted Stock Unit
2015-12-22
4
J
0
904
0
D
Common Stock
904.0
2711
D
Heartland Payment Systems, Inc. (the "Issuer") entered into an Agreement and Plan of Merger dated as of December 15, 2015 (the "Merger Agreement") with Global Payments Inc., Data Merger Sub One, Inc. and Data Merger Sub Two, LLC. The reporting person is expected to be a "disqualified individual" for purposes of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), and the Issuer's Board of Directors approved the acceleration of the vesting and settlement of certain equity awards held by the reporting person to December 22, 2015 for purposes of mitigating the effects of Sections 280G and 4999 of the Code in connection with the transactions contemplated by the Merger Agreement, including the vesting of 361 performance share units granted in December 2012.
Each vested restricted stock unit was the economic equivalent of one share of the Issuer's common stock. The reporting person settled the vested restricted stock units for shares of the Issuer's common stock.
Each restricted stock unit represents a contingent right to receive one share of the Issuer's Common Stock.
The restricted stock units vest in four equal annual installments beginning December 11, 2016. Vested shares will be delivered to the reporting person as soon as administratively practicable following the vesting of the restricted stock unit.
The restricted stock units vest in four equal annual installments beginning June 14, 2013. Vested shares will be delivered to the reporting person as soon as administratively practicable following the vesting of the restricted stock unit.
The restricted stock units vest in four equal annual installments beginning December 6, 2014. Vested shares will be delivered to the reporting person as soon as administratively practicable following the vesting of the restricted stock unit.
The restricted stock units vest in four equal annual installments beginning December 19, 2015. Vested shares will be delivered to the reporting person as soon as administratively practicable following the vesting of the restricted stock units.
/s/ Robert H.B. Baldwin, Jr., Attorney-in-Fact
2015-12-30