SEC Form 4 · accession 0001144354-15-000096
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
Dec 6, 2015
Accepted (ET)
Dec 15, 2015 · 3:04 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 | Dec 6, 2015 | M | 841 | $0.00 | A | 541,503 | D | |
| Common Stock, par value $0.001 per shareF1 | Dec 6, 2015 | F | 437 | $0.00 | D | 541,066 | D | |
| Common Stock, par value $0.001 per shareF1 | Dec 10, 2015 | M | 2,263 | $0.00 | A | 543,329 | D | |
| Common Stock, par value $0.001 per shareF1 | Dec 10, 2015 | F | 1,177 | $0.00 | D | 542,152 | D | |
| Common Stock, par value $0.001 per shareF1 | Dec 10, 2015 | A | 18,279 | $0.00 | A | 560,431 | D | |
| Common Stock, par value $0.001 per shareF1 | Dec 10, 2015 | F | 9,496 | $0.00 | D | 550,935 | 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 UnitF3,F4,F5 | — | Dec 6, 2015 | M | 841 | D | — | Dec 6, 2023 | Common Stock | 841 | 1,682 | D |
| Restricted Stock UnitsF3,F4,F6 | — | Dec 10, 2015 | M | 2,263 | D | — | Dec 10, 2017 | Common Stock | 2,263 | 2,263 | D |
| Restricted Stock UnitF3,F4,F7 | — | Dec 11, 2015 | A | 1,808 | A | — | — | Common Stock | 1,808 | 1,808 | D |
Explanation of responses
- F1The 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.
- F2The shares of common stock were acquired upon the vesting of relative total shareholder return performance share units granted in December 2012.
- F3Each restricted stock unit represents a contingent right to receive one share of Common Stock.
- F4Each vested restricted stock unit was the economic equivalent of one share of the Issuer's common stock. The reporting person settled the vested restricted stock units for shares of the Issuer's common stock.
- F5The restricted stock units vest in four equal annual installments beginning December 6, 2014. Vested shares will be delivered to the reporting person as soon as administratively practicable following the vesting of the restricted stock unit.
- F6The restricted stock units vest in four equal annual installments beginning December 10, 2013. Vested shares will be delivered to the reporting person as soon as administratively practicable following the vesting of the restricted stock units.
- F7The restricted stock units vest in four equal annual installments beginning December 11, 2016. Vested shares will be delivered to the reporting person as soon as administratively practicable following the vesting of the restricted stock units.