FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
TOTAL SYSTEM SERVICES INC [ TSS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/15/2008 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option | $23.9 | 01/15/2008 | A(1) | 9,764 | 01/15/2008(2) | 02/08/2009 | Common Stock | 9,764 | (1) | 9,764 | D | ||||
Stock Option | $18.87 | 01/15/2008 | A(1) | 10,054 | 01/15/2008(2) | 01/19/2010 | Common Stock | 10,054 | (1) | 10,054 | D | ||||
Stock Option | $27.62 | 01/15/2008 | A(1) | 14,616 | 01/15/2008(2) | 01/16/2011 | Common Stock | 14,616 | (1) | 14,616 | D | ||||
Stock Option | $30.28 | 01/15/2008 | A(1) | 382,921 | 05/10/2008 | 05/09/2011 | Common Stock | 382,921 | (1) | 382,921 | D | ||||
Stock Option | $27.68 | 01/15/2008 | A(1) | 12,463 | 01/15/2008(2) | 04/28/2012 | Common Stock | 12,463 | (1) | 12,463 | D | ||||
Stock Option | $26.85 | 01/15/2008 | A(1) | 22,487 | 01/15/2008(2) | 01/20/2014 | Common Stock | 22,487 | (1) | 22,487 | D | ||||
Stock Option | $28.02 | 01/15/2008 | A(1) | 11,845 | 01/21/2008 | 01/20/2015 | Common Stock | 11,845 | (1) | 11,845 | D | ||||
Stock Option | $28.9 | 01/15/2008 | A(1) | 36,617 | 01/15/2008(3) | 01/30/2016 | Common Stock | 36,617 | (1) | 36,617 | D | ||||
Stock Option | $33.35 | 01/15/2008 | A(1) | 12,647 | 01/31/2008(4) | 01/31/2017 | Common Stock | 12,647 | (1) | 12,647 | D |
Explanation of Responses: |
1. These stock options were issued in replacement of options to purchase common shares in Synovus Financial Corp. ("Synovus") in connection with the spin-off by Synovus of the Issuer's shares. The number and exercise price of the replacement options were determined in accordance with the Employee Matters Agreement entered into in connection with the spin-off, under which the exercise price and exchange ratio became fixed on January 15, 2008. The formula was designed to preserve the economic value of the cancelled options. |
2. This option fully vested prior to the replacement date, January 15, 2008. |
3. The predecessor option was scheduled to vest annually in 33% increments beginning on January 31, 2007. The vesting schedule has not been altered. |
4. Options vest annually in 33% increments beginning on January 31, 2008. |
Remarks: |
/s/ Kenneth L. Tye by Garilou Page as Attorney-in-Fact | 01/17/2008 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |