0000899243-18-025221.txt : 20180925
0000899243-18-025221.hdr.sgml : 20180925
20180925203651
ACCESSION NUMBER: 0000899243-18-025221
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20180925
FILED AS OF DATE: 20180925
DATE AS OF CHANGE: 20180925
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: FINNEGAN PAUL J
CENTRAL INDEX KEY: 0001182031
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38504
FILM NUMBER: 181086672
MAIL ADDRESS:
STREET 1: PO BOX 2000
STREET 2: 3905 DAKOTA STREET SW
CITY: ALEXANDRIA
STATE: MN
ZIP: 56308
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: MENCOFF SAMUEL M
CENTRAL INDEX KEY: 0001219630
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38504
FILM NUMBER: 181086673
MAIL ADDRESS:
STREET 1: BUCKEYE TECHNOLOGIES INC
STREET 2: 1001 TILLMAN STREET
CITY: MEMPHIS
STATE: TN
ZIP: 38112
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: EVO Payments, Inc.
CENTRAL INDEX KEY: 0001704596
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: TEN GLENLAKE PARKWAY
STREET 2: SOUTH TOWER, SUITE 950
CITY: ATLANTA
STATE: GA
ZIP: 30328
BUSINESS PHONE: 5164799000
MAIL ADDRESS:
STREET 1: TEN GLENLAKE PARKWAY
STREET 2: SOUTH TOWER, SUITE 950
CITY: ATLANTA
STATE: GA
ZIP: 30328
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2018-09-25
0
0001704596
EVO Payments, Inc.
EVOP
0001182031
FINNEGAN PAUL J
C/O MADISON DEARBORN PARTNERS, LLC
70 WEST MADISON STREET, SUITE 4600
CHICAGO
IL
60602
1
0
1
0
0001219630
MENCOFF SAMUEL M
C/O MADISON DEARBORN PARTNERS, LLC
70 W. MADISON STREET, SUITE 4600
CHICAGO
IL
60602
1
0
1
0
Class D Common Stock, par value $0.0001 per share
2018-09-25
4
D
0
5798080
D
10034835
I
See Footnotes
Class D Common Stock, par value $0.0001 per share
2018-09-25
4
D
0
59751
D
103410
I
See Footnotes
Class D Common Stock, par value $0.0001 per share
2018-09-25
4
J
0
1142169
D
1976766
I
See Footnotes
Class D Common Stock, par value $0.0001 per share
2018-09-25
4
D
0
1142169
D
0
D
Class A Common Stock, par value $0.0001 per share
652500
I
See Footnotes
Class D Common Stock, par value $0.0001 per share
3346467
I
See Footnotes
Units of EVO Investco, LLC
2018-09-25
4
D
0
5798080
23.70
D
Class A Common Stock, $0.0001 par value
5798080
10034835
I
See Footnotes
Units of EVO Investco, LLC
2018-09-25
4
D
0
59751
23.70
D
Class A Common Stock, $0.0001 par value
59751
103410
I
See Footnotes
Units of EVO Investco, LLC
2018-09-25
4
J
0
1142169
D
Class A Common Stock, $0.0001 par value
1142169
1976766
I
See Footnotes
Units of EVO Investco, LLC
2018-09-25
4
D
0
1142169
23.70
D
Class A Common Stock, $0.0001 par value
1142169
0
D
Units of EVO Investco, LLC
Class D Common Stock, $0.0001 par value
3346467
3346467
I
See Footnotes
Reflects the cancellation for no consideration of Class D Common Stock in connection with the sale and transfer of a corresponding number of units of EVO Investco, LLC ("EVO LLC") to EVO Payments, Inc. (the "Issuer"), pursuant to an Exchange Agreement among the Issuer and certain of the reporting persons (the "Exchange Agreement").
Reflects the pro rata distribution for no consideration of these securities by MDCP VI-C Cardservices Splitter, L.P. ("Splitter") to MDCP VI-C Cardservices Blocker Corp. ("Blocker").
These securities are held of record by Madison Dearborn Capital Partners VI-B, L.P. ("MDCP VI-B").
These securities are held of record by Madison Dearborn Capital Partners VI Executive-B, L.P. ("MDCP Exec VI-B").
These securities are held of record by Splitter.
Following the disposition of these securities to the Issuer, Blocker does not own any securities of record but is the indirect beneficial owner of the securities owned of record by Splitter as described in Footnote (12).
These securities are held of record by Madison Dearborn Capital Partners VI-C, L.P. ("MDCP VI-C").
These securities are held of record by MDCP Cardservices, LLC ("MDCP Cardservices").
Units of EVO LLC are exchangeable, together with an equal number of shares of Class D common stock of the Issuer, on a one-for-one basis for shares of Class A common stock of the Issuer pursuant to the Exchange Agreement.
Reflects the sale of units of EVO LLC to the Issuer pursuant to the Exchange Agreement and in accordance with the Registration Rights Agreement among the Issuer and the stockholders party thereto, including the reporting persons.
Reflects the transfer of units by Blocker to the Issuer upon the Issuer's exercise of a related call option purchased from MDCP VI-C, for an aggregate price of $23.70, representing the price per unit of the call option and the exercise price thereunder.
MDCP VI-B may be deemed to share beneficial ownership of the securities held by MDCP Cardservices, as its controlling member. Madison Dearborn Partners VI-B, L.P. ("MDP VI-B") may be deemed to share beneficial ownership of the securities held by MDCP VI-B, MDCP Exec VI-B and Splitter, as each of their general partners. MDCP VI-C may be deemed to share beneficial ownership of the securities held by Splitter to the extent of its pecuniary interest therein by virtue of the rights granted with respect to the disposition of such securities under the Exchange Agreement and the call option issued by Blocker. Blocker may be deemed to share beneficial ownership of the securities held by Splitter to the extent of its pecuniary interest therein by virtue of the rights granted with respect to the disposition of such securities under the call option.
(Continued from Footnote (12)) Madison Dearborn Partners VI-A&C, L.P. ("MDP VI-A&C"), as the general partner of MDCP VI-C, may be deemed the beneficial owner of the securities beneficially owned by MDCP VI-C. Madison Dearborn Partners, LLC ("MDP LLC"), as the general partner of each of MDP VI-B and MDP VI-A&C may be deemed to share beneficial ownership of the reported securities. As the sole members of the limited partner committees of MDP VI-B and MDP VI-A&C, which have the power, acting by majority vote, to vote or dispose of the securities beneficially owned by MDP VI-B and MDP VI-A&C, respectively, Paul J. Finnegan and Samuel M. Mencoff may be deemed to have shared voting and investment power over such securities.
Each of the reporting persons disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein.
This Form 4 is filed by more than one reporting person and is a joint filing with the Form 4 filed by Madison Dearborn Partners, LLC, Madison Dearborn Partners VI-A&C, L.P., Madison Dearborn Partners VI-B, L.P., Madison Dearborn Capital Partners VI-C, L.P., Madison Dearborn Capital Partners VI-B, L.P., Madison Dearborn Capital Partners VI Executive-B, L.P., MDCP Cardservices, LLC, MDCP VI-C Cardservices Splitter, L.P. and MDCP VI-C Cardservices Blocker Corp. on September 25, 2018 and relates to the same holdings. Each of the reporting persons may be deemed a director by deputization as a result of Messrs. Vahe A. Dombalagian and Matthew W. Raino, Managing Directors of MDP LLC, serving on the board of directors of the Issuer, and as a result of the reporting persons having the right to nominate directors to the board of the Issuer pursuant to a Director Nomination Agreement.
/s/ Annie S. Terry as Attorney-in-Fact
2018-09-25