SEC Form 4 · accession 0001144354-15-000116
HEARTLAND PAYMENT SYSTEMS INC · HPY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert O Carr
Officer — Chairman of the Board and CEO · Director
Period of report
Dec 22, 2015
Accepted (ET)
Dec 30, 2015 · 6:46 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 shareF2 | Dec 22, 2015 | J | 26,562 | $0.00 | A | 334,067 | D | |
| Common Stock, par value $0.001 per shareF2 | Dec 22, 2015 | F | 12,871 | $95.72 | D | 321,196 | 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,F4,F5 | — | Dec 22, 2015 | J | 8,045 | D | — | Dec 10, 2017 | Common Stock | 8,045 | 0 | D |
| Restricted Stock UnitF3,F4,F6 | — | Dec 22, 2015 | J | 10,101 | D | — | Dec 6, 2023 | Common Stock | 10,101 | 10,101 | D |
| Restricted Stock UnitF3,F4,F7 | — | Dec 22, 2015 | J | 2,390 | D | — | Dec 19, 2019 | Common Stock | 2,390 | 4,779 | D |
| Restricted Stock UnitsF3,F4,F8 | — | Dec 22, 2015 | J | 6,026 | D | — | — | Common Stock | 6,026 | 18,076 | D |
Explanation of responses
- F1Heartland Payment Systems, Inc. (the "Issuer") entered into an Agreement and Plan of Merger dated as of December 15, 2015 (the "Merger Agreement") with Global Payments Inc., Data Merger Sub One, Inc. and Data Merger Sub Two, LLC. The reporting person is expected to be a "disqualified individual" for purposes of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), and the Issuer's Board of Directors approved the acceleration of the vesting and settlement of certain equity awards held by the reporting person to December 22, 2015 for purposes of mitigating the effects of Sections 280G and 4999 of the Code in connection with the transactions contemplated by the Merger Agreement.
- F2The reporting person's indirect beneficial ownership consists of 150,412 shares of the Issuer's common stock held by The Robert O. Carr 2000 Irrevocable Trust for Emmalee Carr. The reporting person disclaims beneficial ownership of the Issuer's common stock held by The Robert O. Carr 2000 Irrevocable Trust for Emmalee Carr. This report shall not be deemed an admission that the reportingperson is the beneficial owner of the shares of the Issuer's common stock for purposes of Section 16 or for any other purpose.
- F3Each 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.
- F4Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.
- F5The 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.
- F6The 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.
- F7The restricted stock units vest in four equal annual installments beginning December 19, 2015. Vested shares will be delivered to the reporting person as soon as administratively practicable following the vesting of the restricted stock unit.
- F8The 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 unit.