0000035527-17-000066.txt : 20170810 0000035527-17-000066.hdr.sgml : 20170810 20170810162414 ACCESSION NUMBER: 0000035527-17-000066 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170809 FILED AS OF DATE: 20170810 DATE AS OF CHANGE: 20170810 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: 171021753 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 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 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2017-08-09 1 0001533932 Vantiv, Inc. VNTV 0000035527 FIFTH THIRD BANCORP 38 FOUNTAIN SQUARE PLAZA CINCINNATI OH 45263 0 0 0 1 (2)(5) Class A Common Stock 2017-08-09 4 M 0 19790000 A 19790000 I By Fifth Third Bank Class B Common Stock 2017-08-09 4 D 0 19790000 D 15252826 I By Fifth Third Bank Class A Common Stock 2017-08-09 4 D 0 19790000 64.04 D 0 I By Fifth Third Bank Class B Units of Vantiv Holding, LLC 2017-08-09 4 M 0 19790000 A Class A Common Stock 19790000 15252826 I By Fifth Third Bank The Class B Common Stock provides Fifth Third Bank with approximately 8.6% of the aggregate voting power of Vantiv, Inc.'s common stock but has no economic rights. If Fifth Third Bank acquires 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 4, an equivalent number of shares of Class B Common Stock of Vantiv, Inc. will be cancelled. On August 9, 2017, pursuant to the Transaction Agreement, dated August 7, 2017 (the "Transaction Agreement"), by and among Vantiv, Inc., Vantiv Holding, LLC, Fifth Third Bank and Fifth Third Bancorp, Fifth Third Bank sold 19,790,000 shares of Class A Common Stock of Vantiv, Inc. to Vantiv, Inc. at a price per share of $64.04. The shares of Class A Common Stock of Vantiv, Inc. sold by Fifth Third Bank were issued to Fifth Third Bank in exchange for 19,790,000 Class B Units of Vantiv Holding, LLC pursuant to the exchange right described in note 4. Simultaneously with the exchange, 19,790,000 shares of Class B Common stock of Vantiv, Inc. owned by Fifth Third Bank were automatically cancelled pursuant to the Exchange Agreement, as described in note 4. Immediately following completion of the transactions described in this note 2, Fifth Third Bank held 15,252,826 Class B Units of Vantiv Holding, LLC and 15,252,826 shares of Class B Common Stock of Vantiv, Inc. Fifth Third Bank is a wholly owned direct subsidiary of Fifth Third Financial Corporation, which is a wholly owned direct subsidiary of Fifth Third Bancorp. Fifth Third Bank has the right pursuant to and subject to the limitations in the Exchange Agreement, dated as of March 21, 2012, among Vantiv, Inc., Vantiv Holding, LLC, Fifth Third Bank and FTPS Partners, 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 an exchange of Class B Units for Class A Common Stock, an equivalent number of shares of Class B Common Stock of Vantiv, Inc. will be cancelled. Fifth Third Bank is prohibited by the Exchange Agreement from owning more than 18.5% of the Class A Common Stock at any time. (5) At the time of the transactions described in note 2, the Reporting Person was a director by deputization of Vantiv, Inc. Following the transacftions described in note 2, Fifth Third Bank, pursuant to Vantiv, Inc.'s certificate of incorporation, ceased to be entitled to elect a Class B Director to Vantiv, Inc.'s board of directors (the "Board"), and, consequently, Fifth Third Bank's representative on the Board resigned from the Board on August 9, 2017. Following such resignation, the Reporting Person ceased to be a director by deputization of Vantiv, Inc. James C. Leonard, Executive Vice President and Treasurer of Fifth Third Bancorp 2017-08-10