SEC Form 4 · accession 0001144354-15-000017
HEARTLAND PAYMENT SYSTEMS INC · HPY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert H B Baldwin Jr.
Officer — Vice Chairman
Period of report
Mar 1, 2015
Accepted (ET)
Mar 4, 2015 · 7:06 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001144354
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.001 per shareF1 | Mar 1, 2015 | M | 15,000 | $0.00 | A | 536,390 | D | |
| Common Stock, par value $0.001 per shareF1 | Mar 1, 2015 | F | 7,793 | $0.00 | D | 528,597 | D | |
| Common Stock, par value $0.001 per shareF1 | Mar 1, 2015 | M | 23,886 | $0.00 | A | 552,483 | D | |
| Common Stock, par value $0.001 per shareF1 | Mar 1, 2015 | F | 12,409 | $0.00 | D | 540,074 | D | |
| Common Stock, par value $0.001 per shareF1 | Mar 1, 2015 | M | 1,225 | $0.00 | A | 541,299 | D | |
| Common Stock, par value $0.001 per shareF1 | Mar 1, 2015 | F | 637 | $0.00 | D | 540,662 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF3,F5 | — | Mar 1, 2015 | M | 15,000 | D | — | — | Common Stock | 15,000 | 0 | D |
| Restricted Stock UnitF3,F7 | — | Mar 1, 2015 | M | 23,886 | D | — | — | Common Stock | 23,886 | 0 | D |
| Restricted Stock UnitsF3,F9 | — | Mar 1, 2015 | M | 1,225 | D | — | — | Common Stock | 1,225 | 1,225 | D |
Explanation of responses
- F1. The Reporting Person is the indirect beneficial owner of 30,442 shares of the Issuer held by the Robert H.B Baldwin, Jr. Trust U/A/D June 30, 2004 (the "Trust"). The Reporting Person disclaims beneficial ownership of the securities held in the Trust, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
- F2Shares were withheld from the reporting person, in an exempt transaction under Rule 16b-3, solely to satisfy tax obligations arising from the vesting of the restricted stock described in this Form 4.
- F3Each restricted stock unit represents a contingent right to receive one share of Heartland Payment System, Inc.'s (the "Issuer") common stock.
- F4These performance based stock units were granted on December 10, 2010 ("PSUs"). Each restricted stock unit will vest 50% on March 1, 2013, 25% on March 1, 2014, and 25% on March 1, 2015 (subject to continued employment and certain change in control provisions) only if over the term of these performance based restricted stock units, the following diluted earnings per share targets for the years ended December 31, 2012, 2013 and 2014 are achieved.: 2012: $1.48 2013:$1.74 2014: $2.04 Diluted earnings per share will be calculated on a pro forma basis to exclude non-operating gains and losses, if any, and excluding the after-tax impact of stock compensation expense.
- F5The earnings per share target described in footnote (4) above was met for the year ended December 31, 2012 and, as a result, 50% of the restricted stock units vested on March 1, 2013. The earnings per share target described in footnote (4) above was met for the year ended December 31, 2013 and, as a result 25% of the restricted stock units vested on March 1, 2014. The earnings per share target described in footnote (4) above was met for the year ended December 31, 2014 and, as a result 25% of the restricted stock units vested on March 1, 2015.
- F6These performance based restricted stock units were granted on December 22, 2011 ("PSUs"). The PSUs vest 50% in 2014 and 50% in 2015, contingent upon the Company achieving a diluted earnings per share compound annual growth rate ("CAGR") of 17% for the two-year period ending December 31, 2013. Additionally, for each 1% that the CAGR actually achieved for the two year period that is above the 17% target, the number of shares underlying the PSUs awarded would be increased by 3.09%; provided, however, that the maximum increase in the number of shares that may be awarded could be is 100%.
- F7The resulting CAGR for the two-year period ending December 31, 2013 described in footnote (6) above exceeded the maximum performance target, resulting in holders earning the maximum 100% increase in PSUs awarded. As a result, 50% of the PSUs vested on March 1, 2014 and 50% vested on March 1, 2015.
- F8These performance based restricted stock units were granted on December 10, 2012 ("PSUs"). The PSUs vest 50% in 2015 and 50% in 2016, contingent upon the Company achieving a diluted earnings per share compound annual growth rate ("CAGR") of 15% for the two-year period ending December 31, 2014. Additionally, for each 1% that the CAGR actually achieved for the two-year period ending on December 31, 2014 is below the 15% target, the number of shares underlying the performance share units granted would be decreased by 1.31%.
- F9The resulting CAGR for the two-year period ending December 31, 2014 described in footnote (8) above was below target performance. As a result, the underlying performance shares granted on December 10, 2012 was decreased and 23.2% of the PSUs were earned; 50% of the earned PSUs (11.6%) vested on March 1, 2015 and the remaining 50% of the earned PSUs (11.6%) will vest on March 1, 2016 subject to continued employment with the Issuer and certain change in control provisions.