0000899243-21-019436.txt : 20210513 0000899243-21-019436.hdr.sgml : 20210513 20210513192832 ACCESSION NUMBER: 0000899243-21-019436 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210511 FILED AS OF DATE: 20210513 DATE AS OF CHANGE: 20210513 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Searchlight Capital II, L.P. CENTRAL INDEX KEY: 0001648706 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39313 FILM NUMBER: 21921398 BUSINESS ADDRESS: STREET 1: C/O SEARCHLIGHT CAPITAL PARTNERS, L.P. STREET 2: 745 FIFTH AVENUE, 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10151 BUSINESS PHONE: 212-293-3730 MAIL ADDRESS: STREET 1: C/O SEARCHLIGHT CAPITAL PARTNERS, L.P. STREET 2: 745 FIFTH AVENUE, 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10151 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Searchlight Capital II PV, L.P. CENTRAL INDEX KEY: 0001648707 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39313 FILM NUMBER: 21921399 BUSINESS ADDRESS: STREET 1: C/O SEARCHLIGHT CAPITAL PARTNERS, L.P. STREET 2: 745 FIFTH AVENUE, 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10151 BUSINESS PHONE: 212-293-3730 MAIL ADDRESS: STREET 1: C/O SEARCHLIGHT CAPITAL PARTNERS, L.P. STREET 2: 745 FIFTH AVENUE, 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10151 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Searchlight Capital Partners II GP, LLC CENTRAL INDEX KEY: 0001735631 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39313 FILM NUMBER: 21921401 BUSINESS ADDRESS: STREET 1: 745 FIFTH AVENUE, 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10151 BUSINESS PHONE: 212-293-3730 MAIL ADDRESS: STREET 1: 745 FIFTH AVENUE, 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10151 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Searchlight II GWN GP, LLC CENTRAL INDEX KEY: 0001852081 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39313 FILM NUMBER: 21921396 BUSINESS ADDRESS: STREET 1: C/O SEARCHLIGHT CAPITAL PARTNERS, L.P.. STREET 2: 745 FIFTH AVENUE, 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10151 BUSINESS PHONE: (212) 293-3730 MAIL ADDRESS: STREET 1: C/O SEARCHLIGHT CAPITAL PARTNERS, L.P.. STREET 2: 745 FIFTH AVENUE, 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10151 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Searchlight Capital Partners II GP, L.P. CENTRAL INDEX KEY: 0001735633 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39313 FILM NUMBER: 21921400 BUSINESS ADDRESS: STREET 1: 745 FIFTH AVENUE, 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10151 BUSINESS PHONE: 212-293-3730 MAIL ADDRESS: STREET 1: 745 FIFTH AVENUE, 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10151 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Searchlight II GWN, L.P. CENTRAL INDEX KEY: 0001814069 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39313 FILM NUMBER: 21921397 BUSINESS ADDRESS: STREET 1: 745 FIFTH AVENUE STREET 2: 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10151 BUSINESS PHONE: (416) 687-6591 MAIL ADDRESS: STREET 1: 745 FIFTH AVENUE STREET 2: 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10151 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Shift4 Payments, Inc. CENTRAL INDEX KEY: 0001794669 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2202 NORTH IRVING STREET CITY: ALLENTOWN STATE: PA ZIP: 18109 BUSINESS PHONE: 888.276.2108 X1220 MAIL ADDRESS: STREET 1: 2202 NORTH IRVING STREET CITY: ALLENTOWN STATE: PA ZIP: 18109 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-05-11 0 0001794669 Shift4 Payments, Inc. FOUR 0001735631 Searchlight Capital Partners II GP, LLC 745 FIFTH AVENUE, 27TH FLOOR NEW YORK NY 10151 0 0 1 0 0001735633 Searchlight Capital Partners II GP, L.P. 745 FIFTH AVENUE, 27TH FLOOR NEW YORK NY 10151 0 0 1 0 0001648707 Searchlight Capital II PV, L.P. 745 FIFTH AVENUE, 27TH FLOOR NEW YORK NY 10151 0 0 1 0 0001648706 Searchlight Capital II, L.P. 745 FIFTH AVENUE, 27TH FLOOR NEW YORK NY 10151 0 0 1 0 0001814069 Searchlight II GWN, L.P. 745 FIFTH AVENUE, 27TH FLOOR NEW YORK NY 10151 0 0 1 0 0001852081 Searchlight II GWN GP, LLC 745 FIFTH AVENUE, 27TH FLOOR NEW YORK NY 10151 0 0 1 0 Class A Common Stock 2021-05-11 4 C 0 34725 0.00 A 34725 I See footnotes Class B Common Stock 2021-05-11 4 J 0 34725 0.00 D 3083791 I See footnotes Class C Common Stock 2021-05-11 4 C 0 40275 0.00 D 3576662 I See footnotes Class A Common Stock 2021-05-11 4 C 0 40275 0.00 A 75000 I See footnotes Class A Common Stock 2021-05-11 4 S 0 67685 83.8025 D 7315 I See footnote Class A Common Stock 2021-05-11 4 S 0 7215 84.785 D 100 I See footnote Class A Common Stock 2021-05-11 4 S 0 100 85.53 D 0 I See footnote Class A Common Stock 2021-05-12 4 C 0 20461 0.00 A 20461 I See footnotes Class B Common Stock 2021-05-12 4 J 0 20461 0.00 D 3063330 I See footnotes Class C Common Stock 2021-05-12 4 C 0 23731 0.00 D 3552931 I See footnotes Class A Common Stock 2021-05-12 4 C 0 23731 0.00 A 44192 I See footnotes Class A Common Stock 2021-05-12 4 S 0 30389 80.2602 D 13803 I See footnote Class A Common Stock 2021-05-12 4 S 0 4175 81.7523 D 9628 I See footnote Class A Common Stock 2021-05-12 4 S 0 8797 82.3876 D 831 I See footnote Class A Common Stock 2021-05-12 4 S 0 831 83.2953 D 0 I See footnote LLC Interests 2021-05-11 4 C 0 34725 0.00 D Class A Common Stock 34275 3083791 I See footnotes LLC Interests 2021-05-12 4 C 0 20461 0.00 D Class A Common Stock 20461 3063330 I See footnotes Represents securities held of record by Searchlight II GWN, L.P. Searchlight II GWN GP, LLC is the general partner of Searchlight II GWN, L.P. and may be deemed to share beneficial ownership over the securities held of record by Searchlight II GWN, L.P. Searchlight Capital Partners II GP, LLC is the general partner of Searchlight Capital Partners II GP, LP, which is the general partner of Searchlight Capital II PV, L.P., Searchlight Capital II, L.P. and the members of Searchlight II GWN GP, LLC. As such, each of Searchlight Capital Partners II GP, LLC and Searchlight Capital Partners II GP, LP may be deemed to share beneficial ownership over the securities held of record by each of Searchlight Capital II PV, L.P., Searchlight Capital II, L.P. and Searchlight II GWN, L.P. Reflects the cancellation for no consideration of Class B Common Stock in connection with the conversion of the LLC Interests in to Class A Common Stock. Securities are held of record by Searchlight Capital II, L.P. Following the transactions reported herein, represents 288,081 Class C Common Stock held of record by Searchlight Capital II, L.P. and 3,264,850 Class C Common Stock held directly by Searchlight Capital II PV, L.P. Following the conversion of shares, represents 3,266 Class A Common Stock held of record by Searchlight Capital II, L.P., 37,009 Class A Common Stock held of record by Searchlight Capital II PV, L.P. and 34,725 Class A Common Stock held of record by Searchlight II GWN, L.P. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $83.50 to $84.50. The reporting persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $84.51 to $85.465. The reporting persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. Following the conversion of shares, represents 1,924 Class A Common Stock held of record by Searchlight Capital II, L.P., 21,807 Class A Common Stock held of record by Searchlight Capital II PV, L.P. and 20,461 Class A Common Stock held of record by Searchlight II GWN, L.P. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $80.00 to $81.00. The reporting persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $81.01 to $82.00. The reporting persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $82.02 to $82.96. The reporting persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $83.00 to $83.52. The reporting persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The LLC Interests may be redeemed by Searchlight II GWN, L.P. at any time for shares of the Issuer's Class A Common Stock on a 1-to-1 basis. Searchlight Capital Partners II GP, LLC, By: /s/ Andrew Frey, authorized person 2021-05-13 Searchlight Capital Partners II GP, LP, By: Searchlight Capital Partners II GP, LLC , its general partner, By: /s/ Andrew Frey, authorized person 2021-05-13 Searchlight Capital II PV, L.P., By: Searchlight Capital Partners II GP, LP, its general partner, By: Searchlight Capital Partners II GP LLC, its general partner, By: /s/ Andrew Frey, authorized person 2021-05-13 Searchlight Capital II, L.P., By: Searchlight Capital Partners II GP, LP, its general partner, By: Searchlight Capital Partners II GP, LLC, its general partner, By: /s/ Andrew Frey, authorized person 2021-05-13 Searchlight II GWN, L.P., By: Searchlight II GWN GP, LLC, its general partner, By: /s/ Andrew Frey, authorized person 2021-05-13 Searchlight II GWN GP, LLC, By: /s/ Andrew Frey, authorized person 2021-05-13