0000035527-12-000114.txt : 20121214 0000035527-12-000114.hdr.sgml : 20121214 20121214160553 ACCESSION NUMBER: 0000035527-12-000114 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20121212 FILED AS OF DATE: 20121214 DATE AS OF CHANGE: 20121214 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FIFTH THIRD BANCORP CENTRAL INDEX KEY: 0000035527 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35462 FILM NUMBER: 121265653 BUSINESS ADDRESS: STREET 1: 38 FOUNTAIN SQ PLZ STREET 2: FIFTH THIRD CENTER CITY: CINCINNATI STATE: OH ZIP: 45263 BUSINESS PHONE: 5135795300 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Vantiv, Inc. CENTRAL INDEX KEY: 0001533932 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 264532998 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 8500 GOVERNOR'S HILL DRIVE CITY: SYMMES TOWNSHIP STATE: OH ZIP: 45249 BUSINESS PHONE: 513-900-5250 MAIL ADDRESS: STREET 1: 8500 GOVERNOR'S HILL DRIVE CITY: SYMMES TOWNSHIP STATE: OH ZIP: 45249 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2012-12-12 0001533932 Vantiv, Inc. VNTV 0000035527 FIFTH THIRD BANCORP 38 FOUNTAIN SQUARE PLAZA CINCINNATI OH 45263 1 0 1 0 Class A Common Stock 2012-12-12 4 M 0 5679034 A 5679034 I By FTPS Partners, LLC Class A Common Stock 2012-12-12 4 M 0 8020966 A 8020966 I By Fifth Third Bank Class A Common Stock 2012-12-12 4 S 0 5679034 19.3965 D 0 I By FTPS Partners, LLC Class A Common Stock 2012-12-12 4 S 0 8020966 19.3965 D 0 I By Fifth Third Bank Class B Common Stock 2012-12-12 4 D 0 5679034 0 D 0 I By FTPS Partners, LLC Class B Common Stock 2012-12-12 4 D 0 8020966 0 D 70219136 I By Fifth Third Bank Class B Units of Vantiv Holding, LLC 2012-12-12 4 M 0 5679034 D Class A Common Stock 5679034 0 I By FTPS Partners, LLC Class B Units of Vantiv Holding, LLC 2012-12-12 4 M 0 8020966 D Class A Common Stock 8020966 70219136 I By Fifth Third Bank The Class B Common Stock provides Fifth Third Bank and FTPS Partners, LLC (together with their affiliates, the "Fifth Third Investors") with up to 18.5% of the aggregate voting power of Vantiv, Inc.'s common stock (other than in connection with a stockholder vote with respect to a change of control, in which event the Class B Common Stock will provide the Fifth Third Investors with the full number of votes equal to the number of shares of Class B Common Stock they own) but has no economic rights. If the Fifth Third Investors acquire shares of Class A Common Stock in the future, the voting power of the Class B Common Stock will be reduced by an equivalent amount. Upon an exchange of Class B Units of Vantiv Holding, LLC for shares of Class A Common Stock of Vantiv, Inc. as described in note 5, an equivalent number of shares of Class B Common Stock of Vantiv, Inc. will be cancelled. On December 12, 2012, Fifth Third Bank and FTPS Partners, LLC completed the sale of an aggregate 13,700,000 shares of Class A Common Stock of Vantiv, Inc. as part of a registered secondary offering. In connection with the offering, Fifth Third Bank sold 8,020,966 shares of Class A common stock, and FTPS Partners, LLC sold 5,679,034 shares of Class A common stock. All of the shares of Class A common stock sold by Fifth Third Bank and FTPS Partners, LLC were issued to Fifth Third Bank and FTPS Partners, LLC, respectively, in exchange for 8,020,966 and 5,679,034 Class B Units of Vantiv Holding, LLC, respectively, pursuant to the terms of the exchange right described in note 5. Simultaneously with the exchange, an equivalent number of shares of Class B Common Stock of Vantiv, Inc. held by Fifth Third Bank and FTPS Partners, LLC, respectively, automatically were cancelled. Immediately following completion of the secondary offering, Fifth Third Bank held 70,219,136 Class B Units of Vantiv Holding, LLC and 70,219,136 shares of Class B Common Stock of Vantiv, Inc., and FTPS Partners, LLC no longer held a beneficial interest in Vantiv, Inc. and Vantiv Holding, LLC. FTPS Partners, LLC is a wholly owned subsidiary of Fifth Third Bank, which is a wholly owned subsidiary of Fifth Third Financial Corporation, which is a wholly owned subsidiary of Fifth Third Bancorp. Fifth Third Bank is a wholly owned subsidiary of Fifth Third Financial Corporation, which is a wholly owned subsidiary of Fifth Third Bancorp. The Fifth Third Investors have the right, following the expiration of the 90-day underwriters' lock-up and pursuant to and subject to the limitations in the Exchange Agreement among Fifth Third Bank, FTPS Partners, LLC, Vantiv, Inc. and Vantiv Holding, LLC (the "Exchange Agreement"), to exchange Class B Units of Vantiv Holding, LLC, a subsidiary of Vantiv, Inc., for shares of Class A Common Stock of Vantiv, Inc. on a one-for-one basis or, at Vantiv, Inc.'s option, for cash. Upon such exchange for Class A Common Stock, an equivalent number of shares of Class B Common Stock of Vantiv, Inc. will be cancelled. The Fifth Third Investors are prohibited by the Exchange Agreement from owning more than 18.5% of the Class A Common Stock at any time. Paul L. Reynolds, Executive Vice President, Secretary and Chief Risk Officer of Fifth Third Bancorp 2012-12-14