SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Wilson Gordon A.

(Last)

(First)

(Middle)

AXIS ONE, AXIS PARK

(Street)

LANGLEY, BERKSHIRE

SL3 8AG

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Travelport Worldwide LTD [ TVPT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
05/30/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	05/30/2019		D		1,076,315	D	⁽¹⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Time Vested Restricted Share Units	$0.00	05/30/2019		D			19,369	⁽³⁾	⁽³⁾	Common Shares	19,369	⁽²⁾	0	D
Time Vested Restricted Share Units	$0.00	05/30/2019		D			44,971	⁽⁴⁾	⁽⁴⁾	Common Shares	44,971	⁽²⁾	0	D
Time Vested Restricted Share Units	$0.00	05/30/2019		D			57,491	⁽⁵⁾	⁽⁵⁾	Common Shares	57,491	⁽²⁾	0	D
Nonqualified Stock Option	$16	05/30/2019		D			171,875	⁽⁶⁾	⁽⁶⁾	Common Shares	171,875	⁽⁶⁾	0	D
Nonqualified Stock Option	$13.23	05/30/2019		D			254,975	⁽⁸⁾	⁽⁸⁾	Common Shares	254,975	⁽⁷⁾	0	D

Explanation of Responses:

1. 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.

2. 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.

3. Time-vested restricted share units that were scheduled to vest on 04/15/2020.

4. Time-vested restricted share units that were scheduled to vest in equal installments on 04/15/2020 and 04/15/2021.

5. Time-vested restricted share units that were scheduled to vest in equal installments on 4/15/2020, 4/15/2021 and 4/15/2022.

6. Nonqualified stock options that were fully vested and exercisable. Pursuant to the Merger Agreement, these nonqualified stock options which had an exercise price greater than the Merger Consideration were cancelled.

7. At the Effective Time, each nonqualified stock option in respect of Company Common Shares that was outstanding as of immediately prior to the Effective Time and which had an exercise price of less than the Merger Consideration 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 nonqualified stock option and (ii) the Merger Consideration, less the applicable exercise price.

8. Nonqualified stock options that were partially vested and exercisable, with the remaining unvested nonqualified stock options scheduled to vest on 04/15/2020.

Remarks:

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 Gordon A. Wilson	06/03/2019
	** Signature of Reporting Person	Date
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