0001144354-15-000118.txt : 20151230 0001144354-15-000118.hdr.sgml : 20151230 20151230184830 ACCESSION NUMBER: 0001144354-15-000118 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20151222 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: Lawler Michael A CENTRAL INDEX KEY: 0001299983 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32594 FILM NUMBER: 151314544 MAIL ADDRESS: STREET 1: C/O HEARTLAND PAYMENT SYSTEMS, INC. STREET 2: 90 NASSAU STREET CITY: PRINCETON STATE: NJ ZIP: 08542 4 1 wf-form4_145151929917889.xml FORM 4 X0306 4 2015-12-22 0 0001144354 HEARTLAND PAYMENT SYSTEMS INC HPY 0001299983 Lawler Michael A C/O HEARTLAND PAYMENT SYSTEMS, INC. 90 NASSAU STREET PRINCETON NJ 08542 0 1 0 0 President - Strategic Markets Common Stock 2015-12-22 4 J 0 14235 0 A 22820 D Common Stock 2015-12-22 4 F 0 6829 95.72 D 15991 D Restricted Stock Units 2015-12-22 4 J 0 3125 0 D Common Stock 3125.0 0 D Restricted Stock Units 2015-12-22 4 J 0 6922 0 D Common Stock 6922.0 0 D Restricted Stock Unit 2015-12-22 4 J 0 1401 0 D 2023-12-06 Common Stock 1401.0 1402 D Restricted Stock Unit 2015-12-22 4 J 0 919 0 D 2019-12-19 Common Stock 919.0 1838 D Restricted Stock Unit 2015-12-22 4 J 0 1507 0 D Common Stock 1507.0 10545 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 April 26, 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 installments beginning July 20, 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. 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. /s/ Robert H.B. Baldwin, Jr., Attorney in Fact 2015-12-30