0000899243-19-023958.txt : 20190919 0000899243-19-023958.hdr.sgml : 20190919 20190919200549 ACCESSION NUMBER: 0000899243-19-023958 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: Todd Paul M CENTRAL INDEX KEY: 0001612508 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-16111 FILM NUMBER: 191102514 MAIL ADDRESS: STREET 1: ONE TSYS WAY STREET 2: B-4 CITY: COLUMBUS STATE: GA ZIP: 31901 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 0001612508 Todd Paul M 3550 LENOX ROAD ATLANTA GA 30326 0 1 0 0 Senior Executive VP and CFO Common Stock 2019-09-17 4 A 0 50073 0.00 A 50073 D Common Stock 2019-09-17 4 A 0 42230 0.00 A 92303 D Non-qualified Stock Option (Right to Buy) 47.16 2019-09-17 4 A 0 27373 0.00 A 2019-09-17 2025-02-26 Common Stock 27373 27373 D Non-qualified Stock Option (Right to Buy) 54.91 2019-09-17 4 A 0 28341 0.00 A 2019-09-17 2026-02-25 Common Stock 28341 28341 D Non-qualified Stock Option (Right to Buy) 67.24 2019-09-17 4 A 0 26463 0.00 A 2027-02-16 Common Stock 26463 26463 D Non-qualified Stock Option (Right to Buy) 107.50 2019-09-17 4 A 0 22751 0.00 A 2028-02-15 Common Stock 22751 22751 D Non-qualified Stock Option (Right to Buy) 113.48 2019-09-17 4 A 0 13458 0.00 A 2029-02-12 Common Stock 13458 13458 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 restricted stock unit in respect of TSYS Common Stock (a "TSYS RSU") that was outstanding immediately prior to the Effective Time was automatically converted into a restricted stock unit (a "Global Payments RSU") in respect of that number of shares of Global Payments Common Stock (rounded to the nearest whole share) equal to the product of (i) the number of shares of TSYS Common Stock subject to such TSYS RSU immediately prior to the Effective Time and (ii) the Exchange Ratio. Applicable performance goals were deemed satisfied in accordance with the terms of the Merger Agreement and the Global Payments RSU otherwise remained subject to the same vesting schedule as the corresponding TSYS RSU. (cont'd) (cont'd) With respect to such Global Payments RSUs (a) 15,862 will vest on December 31, 2019 and be settled within 60 days thereafter, (b) 1,023 will vest on February 13, 2020 and be settled within 60 days thereafter, (c) 15,197 will vest on December 31, 2020 and be settled within 60 days thereafter, (d) 1,056 will vest on February 13, 2021 and be settled within 60 days thereafter, (e) 8,068 will vest on December 31, 2021 and be settled within 60 days thereafter and (f) 1,024 will vest on February 13, 2022 and be settled within 60 days thereafter. 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. 17,729 of these options were fully vested and exercisable at the Effective Time. The remaining options will vest and become exercisable on February 17, 2020. 7,508 of these options were fully vested and exercisable at the Effective Time. The remaining options will vest and become exercisable in equal annual installments on February 16, 2020 and February 16, 2021. These options will vest and become exercisable in three equal annual installments on February 13, 2020, February 13, 2021 and February 13, 2022. By: David Green, attorney-in-fact 2019-09-19