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