0000035527-16-000243.txt : 20161122 0000035527-16-000243.hdr.sgml : 20161122 20161122204018 ACCESSION NUMBER: 0000035527-16-000243 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20161121 FILED AS OF DATE: 20161122 DATE AS OF CHANGE: 20161122 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Vantiv, Inc. CENTRAL INDEX KEY: 0001533932 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 264532998 STATE OF INCORPORATION: DE 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 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: 162014636 BUSINESS ADDRESS: STREET 1: 38 FOUNTAIN SQ PLZ STREET 2: FIFTH THIRD CENTER CITY: CINCINNATI STATE: OH ZIP: 45263 BUSINESS PHONE: 5135795300 MAIL ADDRESS: STREET 1: 38 FOUNTAIN SQ PLZ STREET 2: FIFTH THIRD CENTER CITY: CINCINNATI STATE: OH ZIP: 45263 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2016-11-21 0001533932 Vantiv, Inc. VNTV 0000035527 FIFTH THIRD BANCORP 38 FOUNTAIN SQUARE PLAZA CINCINNATI OH 45263 1 0 1 0 Class A Common Stock 2016-11-21 4 M 0 5651432 A 5651432 I By Fifth Third Bank Class A Common Stock 2016-11-21 4 S 0 4801432 59.02 D 850000 I By Fifth Third Bank Class A Common Stock 2016-11-21 4 D 0 850000 59.73 D 0 I By Fifth Third Bank Warrant 15.98 2016-11-21 4 M 0 7791956 D Class C Units 7791956 0 I By Fifth Third Bank Class C Units of Vantiv Holding, LLC 2016-11-21 4 M 0 7791956 A Class A Common Stock 7791956 7791956 I By Fifth Third Bank Class C Units of Vantiv Holding, LLC 2016-11-21 4 F 0 2140524 D Class A Common Stock 2140524 5651432 I By Fifth Third Bank Class C Units of Vantiv Holding LLC 2016-11-21 4 M 0 5651432 D Class A Common Stock 5651432 0 I By Fifth Third Bank On November 21, 2016, Fifth Third Bank agreed to sell 4,801,432 shares of Class A common stock of Vantiv, Inc. ("Vantiv") as part of a registered secondary public offering and has separately agreed to sell 850,000 shares of Class A common stock back to Vantiv upon completion of the offering. The shares of Class A common stock sold by Fifth Third Bank were issued to Fifth Third Bank in exchange for 5,651,432 Class C Units available for exchange following the Warrant exercise transaction described in note 3. Fifth Third Bank is a wholly owned subsidiary of Fifth Third Financial Corporation, which is a wholly owned subsidiary of Fifth Third Bancorp. On November 21, 2016, Fifth Third Bank submitted a notice to net exercise the remainder of the warrant to purchase Class C units of Vantiv Holding, LLC that was issued to Fifth Third Bank on June 30, 2009 (the "Warrant"). Pursuant to the net exercise, the remaining rights under the Warrant to purchase 7,791,956 Class C units of Vantiv Holding, LLC will be surrendered in exchange for the issuance of 5,651,432 Class C units to Fifth Third Bank. 2,140,524 Class C units valued at $58.17 per underlying share were withheld to pay the exercise price. Following the next exercise, zero Class C units will be available for issuance under the Warrant. Fifth Third Bank has the right pursuant to and subject to the limitations in the Exchange Agreement among Fifth Third Bank, FTPS Partners, LLC, Vantiv and Vantiv Holding, LLC (the "Exchange Agreement"), to exchange Class C units of Vantiv Holding, LLC, a subsidiary of Vantiv, for shares of Class A common stock of Vantiv on a one-for-one basis or, at Vantiv's option, for cash. Fifth Third Bank is prohibited by the Exchange Agreement from owning more than 18.5% of the Class A common stock at any time. On November 21, 2016, Fifth Third Bank submitted a notice to exchange the Class C units of Vantiv Holding, LLC for shares of Class A common stock of Vantiv. James C. Leonard, Executive Vice President and Treasurer of Fifth Third Bancorp 2016-11-22