0001144204-19-029458.txt : 20190603 0001144204-19-029458.hdr.sgml : 20190603 20190603163030 ACCESSION NUMBER: 0001144204-19-029458 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190530 FILED AS OF DATE: 20190603 DATE AS OF CHANGE: 20190603 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Buse Elizabeth CENTRAL INDEX KEY: 0001428425 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36640 FILM NUMBER: 19873656 MAIL ADDRESS: STREET 1: P.O. BOX 8999 STREET 2: C/O VISA INC. CITY: SAN FRANCISCO STATE: CA ZIP: 94128-8999 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Travelport Worldwide LTD CENTRAL INDEX KEY: 0001424755 STANDARD INDUSTRIAL CLASSIFICATION: TRANSPORTATION SERVICES [4700] IRS NUMBER: 000000000 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: AXIS ONE, AXIS PARK CITY: LANGLEY, BERKSHIRE STATE: X0 ZIP: SL3 8AG BUSINESS PHONE: 44-1753-288-000 MAIL ADDRESS: STREET 1: AXIS ONE, AXIS PARK CITY: LANGLEY, BERKSHIRE STATE: X0 ZIP: SL3 8AG 4 1 tv522878_4.xml OWNERSHIP DOCUMENT X0306 4 2019-05-30 1 0001424755 Travelport Worldwide LTD TVPT 0001428425 Buse Elizabeth AXIS ONE, AXIS PARK LANGLEY, BERKSHIRE X0 SL3 8AG UNITED KINGDOM 1 0 0 0 Common Shares 2019-05-30 4 D 0 16799 D 0 D Time Vested Restricted Share Units 0.00 2019-05-30 4 D 0 9025 D Common Shares 9025 0 D Time Vested Restricted Share Units 0.00 2019-05-30 4 D 0 9178 D Common Shares 9178 0 D Time Vested Restricted Share Units 0.00 2019-05-30 4 D 0 6857 D Common Shares 6857 0 D At the Effective Time (as defined below), pursuant to the Merger Agreement (as defined below), each common share, par value $0.0025 per share ("Company Common Share"), of Travelport Worldwide Limited ("Travelport") that was outstanding immediately prior to the Effective Time was cancelled and converted into the right to receive $15.75 in cash (the "Merger Consideration"), subject to applicable withholding taxes. At the Effective Time, pursuant to the Merger Agreement, each restricted share unit in respect of Company Common Shares ("Company RSUs") that was outstanding as of immediately prior to the Effective Time was cancelled and converted into the right to receive an amount in cash equal to the product of (i) the total number of Company Common Shares subject to such Company RSU and (ii) the Merger Consideration, plus accrued dividends thereon. Time-vested restricted share units that were fully vested. Vested Company Common Shares were to have been delivered to the reporting person upon such reporting person's termination of service as a director of Travelport. Time-vested restricted share units that were scheduled to vest on the earlier of (1) the last business day prior to the 2019 annual general meeting of shareholders of Travelport or (2) June 27, 2019. This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of December 9, 2018, by and among Travelport, Toro Private Holdings III, Ltd. ("Parent"), and following execution of the joinder agreement, dated December 11, 2018, Toro Private Holdings IV, Ltd. ("Merger Sub"), a copy of which is filed as Exhibit 2.1 to Travelport's Form 8-K filed with the SEC on December 10, 2018, pursuant to which Merger Sub merged with and into Travelport, with Travelport continuing as the surviving company and a wholly owned subsidiary of Parent on May 30, 2019 (the "Effective Time"). /s/ Rochelle Boas, as Attorney-in-Fact for Elizabeth Buse 2019-06-03