SEC Form 4 · accession 0001144354-16-000140
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
Mar 11, 2016
Accepted (ET)
Apr 6, 2016 · 3:51 pm EDT
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,F2,F3 | Mar 11, 2016 | M | 4,356 | $0.00 | A | 325,552 | D | |
| Common Stock, par value $0.001 per shareF3 | Mar 11, 2016 | F | 1,495 | $93.00 | D | 324,057 | 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,F1 | — | Mar 11, 2016 | M | 4,356 | D | — | — | Common Stock | 4,356 | 0 | D |
Explanation of responses
- F1On December 10, 2012, the reporting person was awarded Total Shareholder Return Performance Share Units (the "Relative TRSUs"). These Relative TRSUs were nonvested share awards for which vesting percentages and ultimate number of units vesting were be calculated based on the total shareholder return of Heartland Payment Systems, Inc. common stock as compared to the total shareholder return of 86 peer companies. The payout schedule could produce vesting percentages ranging from 0% to 225%. Total shareholder return was calculated based upon the average closing price for the 30 calendar day period ending December 9, 2015, over the closing price on December 10, 2012 and vested at 23% of target.
- F2Each restricted stock unit represents a contingent right to receive one share of Heartland Payment Systems, Inc.'s common stock.
- F3The 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.