0001144354-16-000164.txt : 20160426 0001144354-16-000164.hdr.sgml : 20160426 20160426210144 ACCESSION NUMBER: 0001144354-16-000164 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160422 FILED AS OF DATE: 20160426 DATE AS OF CHANGE: 20160426 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: Kallenbach Charles CENTRAL INDEX KEY: 0001309021 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32594 FILM NUMBER: 161593160 MAIL ADDRESS: STREET 1: 1100 CASSATT ROAD STREET 2: C/O SUNCOM WIRELESS CITY: BERWYN STATE: PA ZIP: 19312 4 1 wf-form4_146171889120905.xml FORM 4 X0306 4 2016-04-22 1 0001144354 HEARTLAND PAYMENT SYSTEMS INC HPY 0001309021 Kallenbach Charles 90 NASSAU STREET, 2ND FLOOR PRINCETON NJ 08542 0 1 0 0 Chief Legal Officer, GC & Sec. Common Stock 2016-04-22 4 D 0 37918 D 0 D Restricted Stock Units 2016-04-22 4 A 0 13453 0 A 2023-12-06 Common Stock 13453.0 13453 D Restricted Stock Units 2016-04-22 4 D 0 13453 D 2023-12-06 Common Stock 13453.0 0 D Restricted Stock Units 2016-04-22 4 A 0 5378 0 A 2023-12-06 Common Stock 5378.0 5378 D Restricted Stock Units 2016-04-22 4 D 0 5378 D 2023-12-06 Common Stock 5378.0 0 D Restricted Stock Units 2016-04-22 4 A 0 5560 0 A 2023-12-06 Common Stock 5560.0 5560 D Restricted Stock Units 2016-04-22 4 D 0 5560 D 2023-12-06 Common Stock 5560.0 0 D Restricted Stock Units 2016-04-22 4 D 0 673 D 2023-12-06 Common Stock 673.0 0 D Restricted Stock Units 2016-04-22 4 A 0 11028 0 A 2024-12-19 Common Stock 11028.0 11028 D Restricted Stock Units 2016-04-22 4 D 0 11028 D 2024-12-19 Common Stock 11028.0 0 D Restricted Stock Units 2016-04-22 4 A 0 9734 0 A 2024-12-19 Common Stock 9734.0 9734 D Restricted Stock Units 2016-04-22 4 D 0 9734 D 2024-12-19 Common Stock 9734.0 0 D Restricted Stock Units 2016-04-22 4 D 0 1103 D 2019-12-19 Common Stock 1103.0 0 D Restricted Stock Units 2016-04-22 4 A 0 3615 0 A 2025-12-11 Common Stock 3615.0 3615 D Restricted Stock Units 2016-04-22 4 D 0 3615 D 2025-12-11 Common Stock 3615.0 0 D Restricted Stock Units 2016-04-22 4 D 0 2711 D 2024-12-19 Common Stock 2711.0 0 D In connection with the acquisition (the "Merger") of Heartland Payments Systems, Inc. ("Heartland") by Global Payments Inc. ("Global Payments"), pursuant to the Agreement and Plan of Merger, dated as of December 15, 2015, by and among Heartland, Global Payments, Data Merger Sub One, Inc. and Data Merger Sub Two, LLC, on April 22, 2016, the Reporting Person received $53.28 in cash and 0.6687 of a share of Global Payments common stock for each share of Heartland common stock owned by the Reporting Person. Each restricted stock unit represents a contingent right to receive one share of Heartland's common stock. On December 6, 2013, the reporting person was granted a target of an aggregate of 5,381 performance restricted stock units. The performance restricted stock units vest based on the satisfaction of certain performance criteria by Heartland during the performance periods. In connection with the Merger, the performance restricted stock units were accelerated at the maximum payout, so the reporting person received an aggregate of 13,453 performance restricted share units. These restricted stock units were cancelled in the merger in exchange for 8,996 shares of Global Payments common stock and a cash payment of $716,777.44. On December 6, 2013, the reporting person was granted a target of an aggregate of 2,689 performance restricted stock units. The performance restricted stock units vest based on the satisfaction of certain performance criteria by Heartland during the performance periods. In connection with the Merger, the performance restricted stock units were accelerated at the maximum payout, so the reporting person received an aggregate of 5,378 performance restricted share units. These restricted stock units were cancelled in the merger in exchange for 3,596 shares of Global Payments common stock and a cash payment of $286,560.22. On December 6, 2013, the reporting person was granted a target of an aggregate of 2,780 performance restricted stock units. The performance restricted stock units vest based on the satisfaction of certain performance criteria by Heartland during the performance periods. In connection with the Merger, the performance restricted stock units were accelerated at the maximum payout, so the reporting person received an aggregate of 5,560 performance restricted share units. These restricted stock units were cancelled in the merger in exchange for 3,717 shares of Global Payments common stock and a cash payment of $296,310.54. 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. These restricted stock units, which provided for vesting in four equal installments beginning on December 6, 2013, were cancelled in the Merger in exchange for 450 shares of Global Payments common stock and a cash payment of $35,860.10. On December 19, 2014, the reporting person was granted a target of an aggregate of 4,411 performance restricted stock units. The performance restricted stock units vest based on the satisfaction of certain performance criteria by Heartland during the performance periods. In connection with the Merger, the performance restricted stock units were accelerated at the maximum payout, so the reporting person received an aggregate of 11,028 performance restricted share units. These restricted stock units were cancelled in the merger in exchange for 7,374 shares of Global Payments common stock and a cash payment of $587,603.97. On December 19, 2014, the reporting person was granted a target of an aggregate of 4,867 performance restricted stock units. The performance restricted stock units vest based on the satisfaction of certain performance criteria by Heartland during the performance periods. In connection with the Merger, the performance restricted stock units were accelerated at the maximum payout, so the reporting person received an aggregate of 9,734 performance restricted share units. These restricted stock units were cancelled in the merger in exchange for 6,509 shares of Global Payments common stock and a cash payment of $518,637.06. 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 unit. These restricted stock units, which provided for vesting in four equal installments beginning on December 19, 2014, were cancelled in the Merger in exchange for 737 shares of Global Payments common stock and a cash payment of $58,811.54. On December 11, 2015, the reporting person was granted a target of an aggregate of 3,615 performance restricted stock units. The performance restricted stock units vest based on the satisfaction of certain performance criteria by Heartland during the performance periods. In connection with the Merger, the performance restricted stock units were accelerated at the maximum payout, so the reporting person received an aggregate of 3,615 performance restricted share units. These restricted stock units were cancelled in the merger in exchange for 2,417 shares of Global Payments common stock and a cash payment of $192,633.79. The restricted stock units vest in four equal annual installments beginning December 19, 2016. Vested shares will be delivered to the reporting person as soon as administratively practicable following the vesting of the restricted stock unit. These restricted stock units, which provided for vesting in four equal installments beginning on December 11, 2015, were cancelled in the Merger in exchange for 1,812 shares of Global Payments common stock and a cash payment of $144,506.23. /s/ Charles H.N. Kallenbach 2016-04-26