0001209191-19-043552.txt : 20190729 0001209191-19-043552.hdr.sgml : 20190729 20190729172127 ACCESSION NUMBER: 0001209191-19-043552 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190729 FILED AS OF DATE: 20190729 DATE AS OF CHANGE: 20190729 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Patel Himanshu A. CENTRAL INDEX KEY: 0001655482 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11073 FILM NUMBER: 19982453 MAIL ADDRESS: STREET 1: C/O FIRST DATA CORPORATION, FIRST DATA STREET 2: 225 LIBERTY STREET CITY: NEW YORK STATE: NY ZIP: 10281 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST DATA CORP CENTRAL INDEX KEY: 0000883980 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 470731996 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 225 LIBERTY STREET STREET 2: 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10281 BUSINESS PHONE: (800) 735-3362 MAIL ADDRESS: STREET 1: 225 LIBERTY STREET STREET 2: 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10281 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2019-07-29 1 0000883980 FIRST DATA CORP FDC 0001655482 Patel Himanshu A. C/O FIRST DATA CORPORATION 225 LIBERTY STREET, 29TH FLOOR NEW YORK NY 10281 0 1 0 0 See remarks Class A Common Stock 2019-07-29 4 D 0 678812 D 0 D Class B Common Stock 2019-07-29 4 D 0 188176 D Class A Common Stock 188176 0 D Stock Options (right to buy) 11.07 2019-07-29 4 D 0 652501 D 2023-06-03 Class B Common Stock 652501 0 D Stock Options (right to buy) 12.65 2019-07-29 4 D 0 29659 D 2024-02-10 Class B Common Stock 29659 0 D Stock Options (right to buy) 14.23 2019-07-29 4 D 0 39545 D 2025-01-14 Class B Common Stock 39545 0 D Stock Options (right to buy) 16.00 2019-07-29 4 D 0 580002 D 2025-10-15 Class A Common Stock 580002 0 D Stock Options (right to buy) 12.52 2019-07-29 4 D 0 52623 D 2026-02-24 Class A Common Stock 52623 0 D Includes (i) 105,456 shares of restricted stock previously subject to time-based vesting which were accelerated in full and settled in Fiserv, Inc. (Fiserv) common stock based on the exchange ratio (defined in footnote (2)), (ii) 388,651 restricted stock units previously subject to time-based vesting which were converted into units denominated in shares of Fiserv common stock based on the exchange ratio and will continue to be governed by the same terms and conditions as were applicable at the effective time, and (iii) 105,455 shares of restricted stock subject to performance-vesting which were converted into awards denominated in shares of Fiserv common stock based on the exchange ratio and which will remain eligible to vest upon satisfaction of an adjusted performance condition, in each case, in accordance with the Agreement and Plan of Merger dated January 16, 2019 (the Merger Agreement) among First Data Corporation (Issuer), Fiserv, and 300 Holdings, Inc. (Merger Sub). Pursuant to the Merger Agreement among Issuer, Fiserv, and Merger Sub, upon the effective time of the merger of Merger Sub into Issuer (the Merger) on July 29, 2019, each common share of the Issuer was converted in the right to receive 0.303 shares of Fiserv common stock (the exchange ratio). Shares of Class B common stock were convertible into shares of Class A common stock on a one-for-one basis at any time at the option of the holder with the prior written consent of the issuer, automatically upon transfer, with certain exceptions, and upon certain other events. These stock options are fully vested and exercisable. Pursuant to the Merger Agreement, immediately after the effective time of the Merger, the option was converted into an option to purchase a number of shares of Fiserv common stock equal to the number of shares of Issuer common stock subject to such option award immediately prior the effective time multiplied by the exchange ratio, with an exercise price per share equal to the exercise price per share of such stock option immediately prior to the effective time divided by the exchange ratio. 158,182 options have vested. 105,455 were originally scheduled to vest on December 31, 2019, 105,455 were originally scheduled to vest on December 31, 2020, and 210,910 were originally scheduled to vest upon the Issuer's achievement of a closing trading price of the Class A Common Stock equal to or greater than $32.00 per share over any ten consecutive trading-day period following the Issuer's initial public offering. Pursuant to the Merger Agreement, immediately after the effective time of the Merger, the option was converted into an option to purchase a number of shares of Fiserv common stock equal to the number of shares of Issuer common stock subject to such option award immediately prior to the effective date multiplied by the exchange ratio, with an exercise price per share equal to the exercise price per share of such stock option immediately prior to the effective time divided by the exchange ratio. Upon the effective time of the Merger, 210,910 options subject to time-based vesting that were not fully vested were accelerated. With respect to the 210,910 options subject to performance vesting criteria, they will continue to be governed by the same terms and conditions as were applicable at the effective time, and will remain eligible to vest upon satisfaction of an adjusted performance condition in accordance with the Merger Agreement. Executive Vice President, Chief Financial Officer /s/ Gretchen A. Herron, by power of attorney 2019-07-29