0000950170-24-079138.txt : 20240628
0000950170-24-079138.hdr.sgml : 20240628
20240628170555
ACCESSION NUMBER: 0000950170-24-079138
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240628
FILED AS OF DATE: 20240628
DATE AS OF CHANGE: 20240628
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Isaacman Jared
CENTRAL INDEX KEY: 0001805608
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39313
FILM NUMBER: 241086731
MAIL ADDRESS:
STREET 1: C/O SHIFT4 PAYMENTS, INC.
STREET 2: 2202 N. IRVING STREET
CITY: ALLENTOWN
STATE: PA
ZIP: 18109
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Shift4 Payments, Inc.
CENTRAL INDEX KEY: 0001794669
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389]
ORGANIZATION NAME: 07 Trade & Services
IRS NUMBER: 843676340
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 3501 CORPORATE PARKWAY
CITY: CENTER VALLEY
STATE: PA
ZIP: 18034
BUSINESS PHONE: 888.276.2108 X1220
MAIL ADDRESS:
STREET 1: 3501 CORPORATE PARKWAY
CITY: CENTER VALLEY
STATE: PA
ZIP: 18034
4
1
ownership.xml
4
X0508
4
2024-06-28
0001794669
Shift4 Payments, Inc.
FOUR
0001805608
Isaacman Jared
3501 CORPORATE PARKWAY
CENTER VALLEY
PA
18034
true
true
true
false
Chairman & CEO
false
Class A Common Stock
2024-06-28
4
C
false
2178984
0.00
A
2178984
I
See footnotes
Class B Common Stock
2024-06-28
4
J
false
2178984
0.00
D
21650032
I
See footnotes
Class A Common Stock
2024-06-28
4
J
false
2178984
D
0
I
See footnotes
Class A Common Stock
2024-06-28
4
C
false
2259247
0.00
A
2259247
I
See footnotes
Class B Common Stock
2024-06-28
4
J
false
2259247
0.00
D
19390785
I
See footnotes
Class A Common Stock
2024-06-28
4
J
false
2259247
D
0
I
See footnotes
Forward Sale Contract (obligation to sell)
2024-06-28
4
J
false
2178984
D
Class A Common Stock
2178984
0
I
See footnote
LLC Interests
2024-06-28
4
C
false
2178984
0.00
D
Class A Common Stock
2178984
21650032
I
See footnote
Forward Sale Contract (obligation to sell)
2024-06-28
4
J
false
2259247
D
Class A Common Stock
2259247
0
I
See footnote
LLC Interests
2024-06-28
4
C
false
2259247
0.00
D
Class A Common Stock
2259247
19390785
I
See footnote
Represents securities held of record by Rook SPV 2, LLC ("Rook SPV").
Rook SPV is a wholly owned subsidiary of Rook Holdings Inc. Mr. Isaacman is the sole stockholder of Rook Holdings Inc. and therefore may be deemed to beneficially own the securities held of record by Rook SPV and Rook Holdings Inc.
Reflects the cancellation for no consideration of Shift4 Payments, Inc.'s Class B common stock (the "Class B Common Stock") in connection with the conversion of the common units of Shift4 Payments, LLC (the "LLC Interests") in to Class A Common Stock.
From June 28, 2024 to September 9, 2024 (the "T-1 Settlement Period"), Rook SPV is scheduled to settle one of the Transactions with the Counterparty, relating to 2,178,984 shares of Shift4 Payments, Inc.'s Class A common stock (the "Class A Common Stock") in accordance with the following Transaction terms previously agreed upon as of September 7, 2021 and previously reported on September 8, 2021. The Transaction is divided into 50 individual components (each comprising 43,580 shares (or 43,579 in the case of the first 16 valuation dates) (the "T-1 Component Shares") of Class A Common Stock) over the 50 scheduled trading days up to, and including, September 6, 2024 (the "T-1 Valuation Period").
(Continued from footnote 4) The number of shares of Class A Common Stock to be delivered to the Counterparty with respect to each component during each day of the T-1 Settlement Period will be based on the volume weighted average price per share of the Class A Common Stock for each trading day during the T-1 Valuation Period (the "T-1 Settlement Price") as follows: (A) if the T-1 Settlement Price for any component is less than or equal to $66.4240 (the "T-1 Floor Price"), Rook SPV will deliver for that component the T-1 Component Shares; (B) if the T-1 Settlement Price for any component is less than or equal to $112.0905 (the "T-1 Cap Price"), but greater than the T-1 Floor Price, Rook SPV will deliver for that component a number of shares of Class A Common Stock equal to (i) the T-1 Component Shares, multiplied by a fraction, the numerator of which is the T-1 Floor Price and the denominator of which is the T-1 Settlement Price;
(Continued from footnote 5) and (C) if the T-1 Settlement Price for any component is greater than the T-1 Cap Price, Rook SPV will deliver for that component a number of shares equal to (i) the T-1 Component Shares, multiplied by (ii) a fraction, the numerator of which is the sum of (x) the T-1 Floor Price and (y) the T-1 Settlement Price minus the T-1 Cap Price, and the denominator of which is the T-1 Settlement Price, in each case rounded down to the nearest whole share (with a cash payment in lieu of such fractional share). The 2,178,984 number of securities and derivative securities listed in the above tables represent the maximum number of shares of Class A Common Stock deliverable under such Transaction, and to the extent a lesser number of such shares are deliverable under such Transaction as described in this paragraph, Rook SPV will retain such remaining number of shares of Class B Common Stock and LLC Interests that were previously pledged to Counterparty.
From June 28, 2024 to September 9, 2024 (the "T-2 Settlement Period"), Rook SPV is scheduled to settle one of the Transactions with the Counterparty, relating to 2,259,247 shares of Class A Common Stock in accordance with the following Transaction terms previously agreed upon as of September 7, 2021 and previously reported on September 8, 2021. The Transaction is divided into 50 individual components (each comprising 45,185 shares (or 45,184 in the case of the first 3 valuation dates) (the "T-2 Component Shares") of Class A Common Stock) over the 50 scheduled trading days up to, and including, September 6, 2024 (the "T-2 Valuation Period. The number of shares of Class A Common Stock to be delivered to the Counterparty with respect to each component during each day of the T-2 Settlement Period will be based on the volume weighted average price per share of the Class A Common Stock for each trading day during the T-2 Valuation Period (the "T-2 Settlement Price") as follows:
(Continued from footnote 7) (A) if the T-2 Settlement Price for any component is less than or equal to $66.4240 (the "T-2 Floor Price"), Rook SPV will deliver for that component the T-2 Component Shares; (B) if the T-2 Settlement Price for any component is less than or equal to $120.3935 (the "T-2 Cap Price"), but greater than the T-2 Floor Price, Rook SPV will deliver for that component a number of shares of Class A Common Stock equal to (i) the T-2 Component Shares, multiplied by a fraction, the numerator of which is the T-2 Floor Price and the denominator of which is the T-2 Settlement Price; and (C) if the T-2 Settlement Price for any component is greater than the T-2 Cap Price, Rook SPV will deliver for that component a number of shares equal to (i) the T-2 Component Shares, multiplied by
(Continued from footnote 8) (ii) a fraction, the numerator of which is the sum of (x) the T-2 Floor Price and (y) the T-2 Settlement Price minus the T-2 Cap Price, and the denominator of which is the T-2 Settlement Price, in each case rounded down to the nearest whole share (with a cash payment in lieu of such fractional share). The 2,259,247 number of securities and derivative securities listed in the above tables represent the maximum number of shares of Class A Common Stock deliverable under such Transaction, and to the extent a lesser number of such shares are deliverable under such Transaction as described in this paragraph, Rook SPV will retain such remaining number of shares of Class B Common Stock and LLC Interests that were previously pledged to Counterparty.
The LLC Interests generally may be redeemed by Rook SPV at any time for shares of the Issuer's Class A Common Stock on a 1-to-1 basis. Upon redemption of any LLC Interests, a corresponding number of shares of Class B Common Stock will be cancelled for no consideration.
1. All entries and transactions on this Form 4 arise from two previously executed variable prepaid forward transactions (each, a "Transaction" and collectively, the "Transactions") with an unaffiliated third party (the "Counterparty"), which Transactions were entered into approximately three years ago on September 7, 2021, and previously reported on September 8, 2021.
/s/ Jordan Frankel, Attorney-in-Fact for Jared Isaacman
2024-06-28