0001144354-16-000166.txt : 20160426
0001144354-16-000166.hdr.sgml : 20160426
20160426212032
ACCESSION NUMBER: 0001144354-16-000166
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: BALDWIN ROBERT H B JR
CENTRAL INDEX KEY: 0001331716
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-32594
FILM NUMBER: 161593175
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_146172001879891.xml
FORM 4
X0306
4
2016-04-22
1
0001144354
HEARTLAND PAYMENT SYSTEMS INC
HPY
0001331716
BALDWIN ROBERT H B JR
C/O HEARTLAND PAYMENT SYSTEMS, INC.
90 NASSAU STREET
PRINCETON
NJ
08542
0
1
0
0
Vice Chairman
Common Stock, par value $0.001 per share
2016-04-18
5
G
0
E
13519
0
D
505418
D
Common Stock, par value $0.001 per share
2016-04-18
5
G
0
E
1200
0
D
504218
D
Common Stock, par value $0.001 per share
2016-04-21
5
G
0
E
3781
0
D
500437
D
Common Stock, par value $0.001 per share
2016-04-22
4
D
0
500437
D
0
D
Common Stock
2016-04-22
4
D
0
30442
D
0
I
Robert H.B Baldwin, Jr. Trust U/A/D June 30, 2004
Restricted Stock Units
2016-04-22
4
D
0
2263
D
2017-12-10
Common Stock
2263.0
0
D
Restricted Stock Units
2016-04-22
4
A
0
16815
0
A
2023-12-06
Common Stock
16815.0
16815
D
Restricted Stock Units
2016-04-22
4
D
0
16815
D
2023-12-06
Common Stock
16815.0
0
D
Restricted Stock Units
2016-04-22
4
A
0
6724
0
A
2023-12-06
Common Stock
6724.0
6724
D
Restricted Stock Units
2016-04-22
4
D
0
6724
D
2023-12-06
Common Stock
6724.0
0
D
Restricted Stock Units
2016-04-22
4
A
0
6950
0
A
2023-12-06
Common Stock
6950.0
6950
D
Restricted Stock Units
2016-04-22
4
D
0
6950
D
2023-12-06
Common Stock
6950.0
0
D
Restricted Stock Unit
2016-04-22
4
D
0
1682
D
2023-12-06
Common Stock
1682.0
0
D
Restricted Stock Units
2016-04-22
4
A
0
5513
0
A
2024-12-19
Common Stock
5513.0
5513
D
Restricted Stock Units
2016-04-22
4
D
0
5513
D
2024-12-19
Common Stock
5513.0
0
D
Restricted Stock Units
2016-04-22
4
A
0
4866
0
A
2024-12-19
Common Stock
4866.0
4866
D
Restricted Stock Units
2016-04-22
4
D
0
4866
D
2024-12-19
Common Stock
4866.0
0
D
Restricted Stock Units
2016-04-22
4
D
0
827
D
2024-12-19
Common Stock
827.0
0
D
Restricted Stock Units
2016-04-22
4
A
0
1808
0
A
2025-12-11
Common Stock
1808.0
1808
D
Restricted Stock Units
2016-04-22
4
D
0
1808
D
2025-12-11
Common Stock
1808.0
0
D
Restricted Stock Units
2016-04-22
4
D
0
1808
D
2025-12-11
Common Stock
1808.0
0
D
In connection with the acquisition (the "Acquisition") 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.
The reporting person is the indirect beneficial owner of 30,442 shares of the Issuer held by the Robert H.B Baldwin, Jr. Trust U/A/D June 30, 2004 (the "Trust"). The reporting person disclaims beneficial ownership of the securities held in the Trust, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
Each restricted stock unit represents a contingent right to receive one share of Heartland's common stock.
The restricted stock units vest in four equal annual installments beginning December 10, 2013. Vested shares will be delivered to the reporting person as soon as administratively practicable following the vesting of the restricted stock units.
These restricted stock units, which provided for vesting in four equal installments beginning on December 10, 2013, was cancelled in the merger in exchange for 1,513 shares of Global Payments common stock and a cash payment of $120,592.98.
On December 6, 2013, the reporting person was granted a target of an aggregate of 6,726 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 Acquisition, the performance restricted stock units were accelerated at the maximum payout, so the reporting person received an aggregate of 16,815 performance restricted share units.
These restricted stock units were cancelled in the merger in exchange for 11,244 shares of Global Payments common stock and a cash payment of $859,917.65.
On December 6, 2013, the reporting person was granted a target of an aggregate of 3,362 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 Acquisition, the performance restricted stock units were accelerated at the maximum payout, so the reporting person received an aggregate of 6,724 performance restricted share units.
These restricted stock units were cancelled in the merger in exchange for 4,496 shares of Global Payments common stock and a cash payment of $358,280.42.
On December 6, 2013, the reporting person was granted a target of an aggregate of 3,475 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 Acquisition, the performance restricted stock units were accelerated at the maximum payout, so the reporting person received an aggregate of 6,950 performance restricted share units.
These restricted stock units were cancelled in the merger in exchange for 4,647 shares of Global Payments common stock and a cash payment of $370,331.27.
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, 2014, were cancelled in the merger in exchange for 1,124 shares of Global Payments common stock and a cash payment of $89,674.11.
On December 19, 2014, the reporting person was granted a target of an aggregate of 2,205 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 Acquisition, the performance restricted stock units were accelerated at the maximum payout, so the reporting person received an aggregate of 5,513 performance restricted share units.
These restricted stock units were cancelled in the merger in exchange for 3,686 shares of Global Payments common stock and a cash payment of $293,773.84.
On December 19, 2014, the reporting person was granted a target of an aggregate of 2,433 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 Acquisition, the performance restricted stock units were accelerated at the maximum payout, so the reporting person received an aggregate of 4,866 performance restricted share units.
These restricted stock units were cancelled in the merger in exchange for 3,253 shares of Global Payments common stock and a cash payment of $259,328.31.
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.
These restricted stock units, which provided for vesting in four equal installments beginning on December 19, 2015, were cancelled in the merger in exchange for 553 shares of Global Payments common stock and a cash payment of $44,063.69.
On December 1, 2015, the reporting person was granted a target of an aggregate of 1,808 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 Acquisition, the performance restricted stock units were accelerated at the target payout, so the reporting person received an aggregate of 1,808 performance restricted share units.
These restricted stock units were cancelled in the merger in exchange for 1,209 shares of Global Payments common stock and a cash payment of $96,330.97.
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 units.
These restricted stock units, which provided for vesting in four equal installments beginning on December 11, 2016, were cancelled in the merger in exchange for 1,209 shares of Global Payments common stock and a cash payment of $96,330.97.
/s/ Robert H.B. Baldwin, Jr.
2016-04-26