SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

SLTA VI (GP), L.L.C.

(Last)

(First)

(Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/27/2022

3. Issuer Name and Ticker or Trading Symbol
GLOBAL PAYMENTS INC [ GPN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	73	D⁽¹¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1.00% Convertible Senior Notes due 2029	⁽⁷⁾	⁽⁸⁾	Common Stock	2,488,115⁽⁹⁾	140.67⁽¹⁰⁾	I	Held through SLP VI Galaxy Holdings, L.P.⁽¹⁾⁽³⁾⁽⁶⁾
1.00% Convertible Senior Notes due 2029	⁽⁷⁾	⁽⁸⁾	Common Stock	4,905,141⁽⁹⁾	140.67⁽¹⁰⁾	I	Held through SLP VI Galaxy Holdings II, L.P.⁽²⁾⁽³⁾⁽⁶⁾
1.00% Convertible Senior Notes due 2029	⁽⁷⁾	⁽⁸⁾	Common Stock	1,848,314⁽⁶⁾	140.67⁽¹⁰⁾	I	Held through SLA II Galaxy Holdings, L.P.⁽⁴⁾⁽⁶⁾
1.00% Convertible Senior Notes due 2029	⁽⁷⁾	⁽⁸⁾	Common Stock	1,421,780⁽⁶⁾	140.67⁽¹⁰⁾	I	Held through SLP Galaxy Co-Invest, L.P.⁽⁵⁾⁽⁶⁾

1. Name and Address of Reporting Person^*

SLTA VI (GP), L.L.C.

(Last)

(First)

(Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Silver Lake Group, L.L.C.

(Last)

(First)

(Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Silver Lake Technology Associates VI, L.P.

(Last)

(First)

(Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SLP VI Aggregator GP, L.L.C.

(Last)

(First)

(Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SLP VI Galaxy Aggregator, L.P.

(Last)

(First)

(Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SLP VI Galaxy GP, L.L.C.

(Last)

(First)

(Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SLP VI Galaxy Holdings, L.P.

(Last)

(First)

(Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SLP VI Galaxy GP II, L.L.C.

(Last)

(First)

(Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SLP VI Galaxy Holdings II, L.P.

(Last)

(First)

(Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Osnoss Joseph

(Last)

(First)

(Middle)

C/O SILVER LAKE, 55 HUDSON YARDS

550 WEST 34TH STREET, 40TH FLOOR

(Street)

NEW YORK

10001

(City)

(State)

(Zip)

Explanation of Responses:

1. SLP VI Galaxy Holdings, L.P. ("SLP Galaxy") holds $350 million principal amount of 1.00% Convertible Senior Notes due 2029 (the "Convertible Notes") of Global Payments Inc. (the "Issuer"). SLP VI Galaxy GP, L.L.C. ("SLP Galaxy GP") is the general partner of SLP Galaxy.

2. SLP VI Galaxy Holdings II, L.P. ("SLP Galaxy II") holds $690 million principal amount of the Convertible Notes. SLP VI Galaxy GP II, L.L.C. ("SLP Galaxy GP II") is the general partner of SLP Galaxy II.

3. SLP VI Galaxy Aggregator, L.P. ("SLP Aggregator") is the managing member of SLP Galaxy GP and SLP Galaxy GP II. SLP VI Aggregator GP, L.L.C. ("SLP VI GP") is the general partner of SLP Aggregator. Silver Lake Technology Associates VI, L.P. ("SLTA VI") is the managing member of SLP VI GP. SLTA VI (GP), L.L.C. ("SLTA VI GP") is the general partner of SLTA VI.

4. SLA II Galaxy Holdings, L.P. ("SLA Galaxy") holds $260 million principal amount of the Convertible Notes. SLA II Galaxy GP, L.L.C. ("SLA Galaxy GP") is the general partner of SLA Galaxy. SLA II Galaxy Aggregator, L.P. ("SLA Aggregator") is the managing member of SLA Galaxy GP. SL Alpine II Aggregator GP, L.L.C. ("SLA II GP") is the general partner of SLA Aggregator. Silver Lake Alpine Associates II, L.P. ("SLAA II") is the managing member of SLA II GP. SLAA II (GP), L.L.C. ("SLAA II GP") is the general partner of SLAA II.

5. SLP Galaxy Co-Invest, L.P. ("SLP Co-Invest") holds $200 million principal amount of the Convertible Notes. SLP VI Co-Invest GP, L.L.C. ("SLP Co-Invest GP") is the general partner of SLP Co-Invest.

6. Silver Lake Group, L.L.C. ("SLG") is the managing member of each of SLTA VI GP, SLAA II GP and SLP Co-Invest GP. Mr. Joseph Osnoss serves as a member of the board of directors of the Issuer and as a Managing Member of SLG. Each of SLP Galaxy, SLP Galaxy GP, SLP Galaxy II, SLP Galaxy GP II, SLP Aggregator, SLP VI GP, SLTA VI, SLTA VI GP, SLA Galaxy, SLA Galaxy GP, SLA Aggregator, SLA II GP, SLAA II, SLAA II GP, SLP Co-Invest, SLP Co-Invest GP and SLG may be deemed to be a director by deputization of the Issuer.

7. On August 1, 2022, affiliates of the Reporting Persons entered into an Investment Agreement with the Issuer (the "Investment Agreement"), pursuant to which, on August 8, 2022, the Issuer issued an aggregate of $1.5 billion principal amount of the Issuer's Convertible Notes under an indenture governing the Convertible Notes. In accordance with the Investment Agreement, each of SLP Galaxy, SLP Galaxy II, SLA Galaxy and SLP Co-Invest is restricted from converting the Convertible Notes prior to the earlier of (i) eighteen months after the date of issuance and (ii) immediately prior to the consummation of a change of control of the Issuer, in each case, subject to certain exceptions.

8. The Convertible Notes mature on August 15, 2029, subject to earlier repurchase or conversion in accordance with their terms.

9. Upon conversion of the Convertible Notes, the principal amount of, and interest due on, the Convertible Notes are required to be settled in cash and any other amounts may be settled in shares, cash or a combination of shares and cash at the Issuer's election. This number represents the number of shares of Common Stock underlying the Convertible Notes if the full amount of the Convertible Notes were permitted to be settled solely through the delivery of shares of Common Stock by delivering a number of shares of Common Stock at the initial conversion rate of 7.1089 shares of Common Stock (the "Conversion Rate"), and cash in lieu of fractional shares of Common Stock, per $1,000 principal amount of Convertible Notes. The initial Conversion Rate is subject to adjustment from time to time upon the occurrence of certain customary events in accordance with the terms of an indenture governing the Convertible Notes.

10. The initial Conversion Rate is equivalent to an initial conversion price of approximately $140.67 per share of Common Stock.

11. Represents shares of Common Stock held directly by Joseph Osnoss.

Remarks:

Because no more than 10 reporting persons can file any one Form 3 through the Securities and Exchange Commission's EDGAR system, certain affiliates of the Reporting Persons are filing a separate Form 3. The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. This filing shall not be deemed an admission that the Reporting Persons are beneficial owners of all securities covered by this filing for purposes of Section 16 of the Exchange Act or otherwise, or are subject to Section 16 of the Exchange Act, and each Reporting Person disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein, if any.

	By: /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLTA VI (GP), L.L.C.	10/28/2022
	By: /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C.	10/28/2022
	By: /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLTA VI (GP), L.L.C., general partner of Silver Lake Technology Associates VI, L.P.	10/28/2022
	By: /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLTA VI (GP), L.L.C., general partner of Silver Lake Technology Associates VI, L.P., managing member of SLP VI Aggregator GP, L.L.C.	10/28/2022
	By: /s/ Andrew J. Schader, Managing Director & GC of Silver Lake Group, L.L.C., man. member of SLTA VI (GP), L.L.C., GP of Silver Lake Technology Associates VI, L.P., managing member of SLP VI Aggregator GP, L.L.C., GP of SLP VI Galaxy Aggregator, L.P.	10/28/2022
	By: /s/ Andrew J. Schader, Managing Director of SLP VI Galaxy GP, L.L.C.	10/28/2022
	By: /s/ Andrew J. Schader, Managing Director of SLP Spark GP, L.L.C., general partner of SLP VI Galaxy Holdings, L.P.	10/28/2022
	By: /s/ Andrew J. Schader, Managing Director of SLP VI Galaxy GP II, L.L.C.	10/28/2022
	By: /s/ Andrew J. Schader, Managing Director of SLP Spark GP II, L.L.C., general partner of SLP VI Galaxy Holdings II, L.P.	10/28/2022
	/s/ Joseph Osnoss	10/28/2022
	** 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 5 (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).
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