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