SEC Form 4 · accession 0001144354-15-000120
HEARTLAND PAYMENT SYSTEMS INC · HPY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David L Gilbert
Officer — President - Hospitality Group
Period of report
Dec 11, 2015
Accepted (ET)
Dec 30, 2015 · 6:50 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 | Dec 22, 2015 | J | 15,731 | $0.00 | A | 43,877 | D | |
| Common Stock | Dec 22, 2015 | F | 6,602 | $95.72 | D | 37,275 | 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 UnitF2,F3,F4 | — | Dec 11, 2015 | A | 3,615 | A | — | — | Common Stock | 3,615 | 3,615 | D |
| Restricted Stock UnitsF2,F1,F3,F5 | — | Dec 22, 2015 | J | 13,074 | D | — | Jun 14, 2024 | Common Stock | 13,074 | 0 | D |
| Restricted Stock UnitsF2,F1,F3,F6 | — | Dec 22, 2015 | J | 841 | D | — | Dec 6, 2023 | Common Stock | 841 | 841 | D |
| Restricted Stock UnitF2,F1,F3,F7 | — | Dec 22, 2015 | J | 551 | D | — | Dec 19, 2019 | Common Stock | 551 | 1,103 | D |
| Restricted Stock UnitF2,F3,F4 | — | Dec 22, 2015 | J | 904 | D | — | — | Common Stock | 904 | 2,711 | 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, including the vesting of 361 performance share units granted in December 2012.
- F2Each 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.
- F3Each restricted stock unit represents a contingent right to receive one share of the Issuer's Common Stock.
- F4The 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.
- F5The restricted stock units vest in four equal annual installments beginning June 14, 2013. 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 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 units.