0001136893-19-000117.txt : 20190802 0001136893-19-000117.hdr.sgml : 20190802 20190802163555 ACCESSION NUMBER: 0001136893-19-000117 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190731 FILED AS OF DATE: 20190802 DATE AS OF CHANGE: 20190802 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Drucker Charles CENTRAL INDEX KEY: 0001331563 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-16427 FILM NUMBER: 19996458 MAIL ADDRESS: STREET 1: 38 FOUNTAIN SQUARE PLAZA STREET 2: MD 10AT76 CITY: CINCINNATI STATE: OH ZIP: 45263 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Fidelity National Information Services, Inc. CENTRAL INDEX KEY: 0001136893 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 371490331 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 601 RIVERSIDE AVENUE CITY: JACKSONVILLE STATE: FL ZIP: 32204 BUSINESS PHONE: 904-438-6365 MAIL ADDRESS: STREET 1: 601 RIVERSIDE AVENUE CITY: JACKSONVILLE STATE: FL ZIP: 32204 FORMER COMPANY: FORMER CONFORMED NAME: CERTEGY INC DATE OF NAME CHANGE: 20010607 FORMER COMPANY: FORMER CONFORMED NAME: EQUIFAX PS INC DATE OF NAME CHANGE: 20010315 4 1 wf-form4_156477813972296.xml FORM 4 X0306 4 2019-07-31 0 0001136893 Fidelity National Information Services, Inc. FIS 0001331563 Drucker Charles 601 RIVERSIDE AVE JACKSONVILLE FL 32204 1 0 0 0 Common Stock 2019-07-31 4 A 0 418516 0 A 418516 D Stock Option (Right to Buy) 21.74 2019-07-31 4 A 0 177816 21.74 A 2017-02-27 2023-02-27 Common Stock 177816.0 177816 D Stock Option (Right to Buy) 30.72 2019-07-31 4 A 0 167033 30.72 A 2018-02-27 2024-02-27 Common Stock 167033.0 167033 D Stock Option (Right to Buy) 36.74 2019-07-31 4 A 0 160099 36.74 A 2025-02-24 Common Stock 160099.0 160099 D Stock Option (Right to Buy) 49.52 2019-07-31 4 A 0 217672 49.52 A 2026-02-17 Common Stock 217672.0 217672 D Stock Option (Right to Buy) 63.71 2019-07-31 4 A 0 220283 63.71 A 2027-02-08 Common Stock 220283.0 220283 D Stock Option (Right to Buy) 81.26 2019-07-31 4 A 0 213349 81.26 A 2028-03-02 Common Stock 213349.0 213349 D Stock Option (Right to Buy) 96.76 2019-07-31 4 A 0 210635 96.76 A 2029-03-01 Common Stock 210635.0 210635 D Restricted Stock Units 0.0 2019-07-31 4 A 0 123065 A Common Stock 123065.0 123065 D Restricted Stock Units 0.0 2019-07-31 4 A 0 82477 A Common Stock 82477.0 82477 D Restricted Stock Units 0.0 2019-07-31 4 A 0 168335 A Common Stock 168335.0 168335 D Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated March 17, 2019, among Fidelity National Information Services, Inc. ("FIS"), Worldpay, Inc. ("Worldpay"), and Wrangler Merger Sub, Inc. ("Merger Sub"), a wholly-owned subsidiary of FIS, on July 31, 2019 (the "Closing Date"), Merger Sub merged with and into Worldpay (the "Merger"), with Worldpay continuing as the surviving corporation and a wholly-owned subsidiary of FIS. On the Closing Date, each share of Worldpay common stock held by the reporting person was converted into the right to receive 0.9287 shares of FIS common stock and $11.00 in cash and all restricted stock units held by the reporting person were simultaneously cancelled and converted into restricted stock units, denominated in FIS common stock at the Equity Award Exchange Ratio (as defined in the Merger Agreement) and immediately vested and settled in such shares of FIS common stock. In connection with the Merger, pursuant to the Merger Agreement, restricted shares held by officers in respect of Worldpay common stock that were outstanding immediately prior to the consummation of the Merger were converted into restricted shares in respect of FIS common stock in an amount converted at the Equity Award Exchange Ratio. This amount includes a time-based restricted stock award that converted into 125,582 restricted shares of FIS common stock, which vest on February 8, 2020. In connection with the Merger, pursuant to the Merger Agreement, stock options with respect to Worldpay common stock that were outstanding immediately prior to the consummation of the Merger were converted into stock options in respect of FIS common stock in an amount converted at the Equity Award Exchange Ratio and an exercise price equal to the current exercise price divided by the Equity Award Exchange Ratio, subject to the other terms and conditions (including the applicable vesting requirements, if any) as were applicable to such stock options immediately prior to the consummation of the Merger. This option, which provided for vesting in four equal annual installments beginning on February 27, 2014, was assumed by FIS in the Merger and converted into an FIS option to purchase FIS shares of common stock on the same vesting schedule applicable to the original award pursuant to an exchange ratio designed to maintain the intrinsic value of the award immediately prior to the closing of the Merger (the"Equity Award Exchange Ratio"). This option, which provided for vesting in four equal annual installments beginning on February 18, 2015, was assumed by FIS in the Merger and converted into an FIS option to purchase FIS shares of common stock on the same vesting schedule applicable to the original award pursuant to the Equity Award Exchange Ratio (as defined in the Merger Agreement). This option, which provided for vesting in four equal annual installments beginning on February 24, 2016, was assumed by FIS in the Merger and converted into an FIS option to purchase FIS shares of common stock on the same vesting schedule applicable to the original award pursuant to the Equity Award Exchange Ratio (as defined in the Merger Agreement). This option, which provided for vesting in four equal annual installments beginning February 17, 2017, was assumed by FIS in the Merger and converted into an FIS option to purchase FIS shares of common stock on the same vesting schedule applicable to the original award pursuant to the Equity Award Exchange Ratio (as defined in the Merger Agreement). This option, which provided for vesting in three equal annual installments beginning February 8, 2018, was assumed by FIS in the Merger and converted into an FIS option to purchase FIS shares of common stock on the same vesting schedule applicable to the original award pursuant to the Equity Award Exchange Ratio (as defined in the Merger Agreement). This option, which provided for vesting in three equal annual installments beginning March 2, 2019, was assumed by FIS in the Merger and converted into an FIS option to purchase FIS shares of common stock on the same vesting schedule applicable to the original award pursuant to the Equity Award Exchange Ratio (as defined in the Merger Agreement). This option, which provided for vesting in three equal annual installments beginning March 1, 2020, was assumed by FIS in the Merger and converted into an FIS option to purchase FIS shares of common stock on the same vesting schedule applicable to the original award pursuant to the Equity Award Exchange Ratio (as defined in the Merger Agreement). Each restricted stock unit represents a contingent right to one share of FIS common stock. In connection with the Merger, pursuant to the Merger Agreement, restricted stock units held by officers in respect of Worldpay common stock that were outstanding immediately prior to the consummation of the Merger were converted into restricted stock units in respect of FIS common stock in an amount converted at the Equity Award Exchange Ratio and, if applicable, at a performance level as set forth in the Merger Agreement, subject to other terms and conditions (including applicable vesting requirements) as were applicable to such restricted stock units immediately prior to the consummation of the Merger. This restricted stock unit, which vests in full on March 2, 2021, was assumed by FIS in the Merger and converted into an FIS restricted stock unit on the same time-based vesting schedule applicable to the original award pursuant to the Equity Award Exchange Ratio (as defined in the Merger Agreement). This restricted stock unit, which vests 1/3 on March 1, 2021 and 2/3 on March 1, 2022, was assumed by FIS in the Merger and converted into an FIS restricted stock unit on the same time-based vesting schedule applicable to the original award pursuant to the Equity Award Exchange Ratio (as defined in the Merger Agreement). /s/ Marc M. Mayo, attorney-in-fact for Charles D. Drucker 2019-08-01