| 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
GLOBAL PAYMENTS INC [ GPN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/17/2019 | ||||||||||||||||||||||||||
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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 | ||||||
| Common Stock | 09/17/2019 | A(1) | 240,183 | A | $0.00(1) | 240,183 | D | |||
| Common Stock | 09/17/2019 | A(2)(3) | 201,692 | A | $0.00(2)(3) | 441,875 | D | |||
| Common Stock | 09/17/2019 | A(1) | 10,385 | A | $0.00(1) | 10,385 | I | Trust | ||
| Common Stock | 09/17/2019 | A(1) | 32,098 | A | $0.00(1) | 32,098 | I | Family Trust | ||
| Common Stock | 09/17/2019 | A(1) | 1,766 | A | $0.00(1) | 1,766 | I | Spouse | ||
| Common Stock | 09/17/2019 | A(1) | 81,010 | A | $0.00(1) | 81,010 | I | Grant retained annuity trust 12 2018 | ||
| Common Stock | 09/17/2019 | A(1) | 49,013 | A | $0.00(1) | 49,013 | I | Grant retained annuity trust 4 2018 | ||
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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 | ||||||||
| Non-qualified Stock Option (Right to Buy) | $54.91(4) | 09/17/2019 | A(4) | 37,548(4) | 09/17/2019(5) | 02/25/2026 | Common Stock | 37,548 | $0.00(4) | 37,548 | D | ||||
| Non-qualified Stock Option (Right to Buy) | $67.24(4) | 09/17/2019 | A(4) | 118,268(4) | (6) | 02/16/2027 | Common Stock | 118,268 | $0.00(4) | 118,268 | D | ||||
| Non-qualified Stock Option (Right to Buy) | $107.5(4) | 09/17/2019 | A(4) | 109,545(4) | (7) | 02/15/2028 | Common Stock | 109,545 | $0.00(4) | 109,545 | D | ||||
| Non-qualified Stock Option (Right to Buy) | $113.48(4) | 09/17/2019 | A(4) | 69,444(4) | (8) | 02/12/2029 | Common Stock | 69,444 | $0.00(4) | 69,444 | D | ||||
| Explanation of Responses: |
| 1. Reflects the issuance of shares of Global Payments common stock, without par value ("Global Payments Common Stock"), contemplated by the Agreement and Plan of Merger, dated as of May 27, 2019 (the "Merger Agreement"), by and between Total System Services, Inc. ("TSYS") and Global Payments Inc. ("Global Payments"), pursuant to which, at the effective time of the Merger (the "Effective Time"), TSYS merged with and into Global Payments, with Global Payments as the surviving entity. In accordance with the terms of the Merger Agreement, each share of TSYS common stock, par value $0.10 per share ("TSYS Common Stock"), was converted into 0.8101 shares (the "Exchange Ratio") of Global Payments Common Stock. |
| 2. In accordance with the terms of the Merger Agreement, each restricted stock unit in respect of TSYS Common Stock (a "TSYS RSU") that was outstanding immediately prior to the Effective Time was automatically converted into a restricted stock unit (a "Global Payments RSU") in respect of that number of shares of Global Payments Common Stock (rounded to the nearest whole share) equal to the product of (i) the number of shares of TSYS Common Stock subject to such TSYS RSU immediately prior to the Effective Time and (ii) the Exchange Ratio. Applicable performance goals were deemed satisfied in accordance with the terms of the Merger Agreement and the Global Payments RSU otherwise remained subject to the same vesting schedule as the corresponding TSYS RSU. (cont'd) |
| 3. (cont'd) With respect to such Global Payments RSUs (a) 70,887 will settle within 60 days following December 31, 2019, (b) 5,283 will settle within 60 days following February 13, 2020, (c) 73,169 will settle within 60 days following December 31, 2020, (d) 5,444 will settle within 60 days following February 13, 2021, (e) 41,626 will settle within 60 days following December 31, 2021 and (f) 5,283 will settle within 60 days following February 13, 2022. |
| 4. In accordance with the terms of the Merger Agreement, each stock option to purchase shares of TSYS Common Stock (a "TSYS Stock Option") that was outstanding and unexercised immediately prior to the Effective Time was automatically converted into an option to purchase (i) that number of shares of Global Payments Common Stock (rounded down to the nearest whole share) equal to the product of (A) the number of shares of TSYS Common Stock subject to such TSYS Stock Option immediately prior to the Effective Time and (B) the Exchange Ratio, (ii) at an exercise price per share of Global Payments Common Stock (rounded up to the nearest whole cent) equal to the quotient of (A) the exercise price per share of TSYS Common Stock of such TSYS Stock Option immediately prior to the Effective Time and (B) the Exchange Ratio. |
| 5. These options were fully vested and exercisable at the Effective Time. |
| 6. 79,239 of these options were fully vested and exercisable at the Effective Time. The remaining options will become exercisable on February 17, 2020. |
| 7. 36,149 of these options were fully vested and exercisable at the Effective Time. The remaining options will become exercisable in equal annual installments on February 16, 2020 and February 16, 2021. |
| 8. These options will become exercisable in three equal annual installments on February 13, 2020, February 13, 2021 and February 13, 2022. |
| Remarks: |
| By: David Green, attorney-in-fact | 09/19/2019 | |
| ** 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. | ||