0001144354-16-000174.txt : 20160427 0001144354-16-000174.hdr.sgml : 20160427 20160427092743 ACCESSION NUMBER: 0001144354-16-000174 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160422 FILED AS OF DATE: 20160427 DATE AS OF CHANGE: 20160427 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: OSTRO MARC CENTRAL INDEX KEY: 0001332034 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32594 FILM NUMBER: 161593637 MAIL ADDRESS: STREET 1: C/O DORSEY & WHITNEY LLP, 250 PARK AVE. CITY: NEW YORK STATE: NY ZIP: 10177 4 1 wf-form4_146176364702090.xml FORM 4 X0306 4 2016-04-22 1 0001144354 HEARTLAND PAYMENT SYSTEMS INC HPY 0001332034 OSTRO MARC C/O HEARTLAND PAYMENT SYSTEMS, INC. 90 NASSAU STREET PRINCETON NJ 08542 1 0 0 0 Common Stock 2016-04-22 4 D 0 23595 D 0 I Held by spouse. Common Stock, par value $0.001 per share 2016-04-22 4 D 0 34197 D 0 D Restricted Stock Units 2016-04-22 4 D 0 1435 D 2025-05-08 Common Stock 1435.0 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 Payment Systems, Inc.'s (the "Issuer") common stock. The restricted stock units vest upon the earlier of: (i) May 8, 2016 and (ii) the first business day preceding the date of the Issuer's 2016 annual meeting of stockholders, so long as the reporting person remains in Continuous Service (as such term is defined in the Issuer's Second Amended and Restated 2008 Equity Incentive Plan). These restricted stock units, which provided for vesting upon the earlier of May 8, 2016 or the first business day preceding the date of the Issuer's 2016 annual meeting of stockholders, were cancelled in the Merger in exchange for 959 shares of Global Payments common stock and a cash payment of $76,501.14. /s/ Charles H.N. Kallenbach, Attorney in Fact 2016-04-26