SEC Form 4 · accession 0001144354-15-000020
HEARTLAND PAYMENT SYSTEMS INC · HPY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael A Lawler
Officer — President - Strategic Markets
Period of report
Mar 1, 2015
Accepted (ET)
Mar 4, 2015 · 7:07 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 | Mar 1, 2015 | M | 361 | $0.00 | A | 1,294 | D | |
| Common Stock | Mar 1, 2015 | F | 140 | $0.00 | D | 1,154 | 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 UnitsF2,F4 | — | Mar 1, 2015 | M | 361 | D | — | — | Common Stock | 361 | 361 | D |
Explanation of responses
- F1Shares 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.
- F2Each restricted stock unit represents a contingent right to receive one share of Heartland Payment Systems, Inc.'s (the "Issuer") Common Stock.
- F3These 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%.
- F4The resulting CAGR for the two-year period ending December 31, 2014 described in footnote (3) 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.