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