0001144354-15-000121.txt : 20151230 0001144354-15-000121.hdr.sgml : 20151230 20151230185145 ACCESSION NUMBER: 0001144354-15-000121 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: Capucille Tony CENTRAL INDEX KEY: 0001576910 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32594 FILM NUMBER: 151314552 MAIL ADDRESS: STREET 1: 90 NASSAU STREET CITY: PRINCETON STATE: NJ ZIP: 08542 4 1 wf-form4_145151949476887.xml FORM 4 X0306 4 2015-12-22 0 0001144354 HEARTLAND PAYMENT SYSTEMS INC HPY 0001576910 Capucille Tony C/O HEARTLAND PAYMENT SYSTEMS, INC. 90 NASSAU STREET PRINCETON NJ 08542 0 1 0 0 Chief Sales Officer Common Stock 2015-12-22 4 J 0 6233 0 A 7519 D Common Stock 2015-12-22 4 F 0 2332 95.72 D 5187 D Restricted Stock Units 0.0 2015-12-22 4 J 0 1750 0 D 2022-04-26 Common Stock 1750.0 1750 D Restricted Stock Unit 2015-12-22 4 J 0 1270 0 D 2023-07-09 Common Stock 1270.0 2541 D Restricted Stock Unit 2015-12-22 4 J 0 561 0 D 2023-12-06 Common Stock 561.0 560 D Restricted Stock Unit 2015-12-22 4 J 0 220 0 D 2024-02-06 Common Stock 220.0 441 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 0 760 0 D 2020-02-17 Common Stock 760.0 760 D Restricted Stock Unit 2015-12-22 4 J 0 753 0 D Common Stock 753.0 2260 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. 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 equal annual installments on the anniversary of April 26, 2012. Vested shares will be delivered to the reporting person as soon as administratively practicable following the vesting of the restricted stock units. The stock options vest in four equal annual installments beginning on July 9, 2014. 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 three equal annual installments beginning February 6, 2015. 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 February 17, 2016. 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