SEC Form 4 · accession 0001144354-16-000156
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
Apr 22, 2016
Accepted (ET)
Apr 26, 2016 · 7:11 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 | Apr 22, 2016 | D | 108,487 | — | D | 0 | I | The Robert O. Carr 2000 Irrevocable Trust for Emily Carr |
| Common Stock, par value $0.001 per shareF1 | Apr 22, 2016 | D | 324,057 | — | D | 0 | 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,F3 | — | Apr 22, 2016 | A | 201,738 | A | — | Dec 19, 2024 | Common Stock | 201,738 | 201,738 | D |
| Restricted Stock UnitsF4,F2,F3 | — | Apr 22, 2016 | D | 201,738 | D | — | Dec 19, 2024 | Common Stock | 201,738 | 0 | D |
| Restricted Stock UnitsF2,F5 | — | Apr 22, 2016 | A | 80,636 | A | — | Dec 6, 2023 | Common Stock | 80,636 | 80,636 | D |
| Restricted Stock UnitsF6,F2,F5 | — | Apr 22, 2016 | D | 80,636 | D | — | Dec 6, 2023 | Common Stock | 80,636 | 0 | D |
| Restricted Stock UnitsF2,F7 | — | Apr 22, 2016 | A | 83,484 | A | — | Dec 19, 2024 | Common Stock | 83,484 | 83,484 | D |
| Restricted Stock UnitsF8,F2,F7 | — | Apr 22, 2016 | D | 83,484 | D | — | Dec 19, 2024 | Common Stock | 83,484 | 0 | D |
| Restricted Stock UnitsF10,F2,F9 | — | Apr 22, 2016 | D | 10,101 | D | — | Dec 19, 2024 | Common Stock | 10,101 | 0 | D |
| Restricted Stock UnitF2,F11 | — | Apr 22, 2016 | A | 47,793 | A | — | Dec 19, 2024 | Common Stock | 47,793 | 47,793 | D |
| Restricted Stock UnitF12,F2,F11 | — | Apr 22, 2016 | D | 47,793 | D | — | Dec 19, 2024 | Common Stock | 47,793 | 0 | D |
| Restricted Stock UnitsF2,F13 | — | Apr 22, 2016 | A | 42,182 | A | — | Dec 19, 2024 | Common Stock | 42,182 | 42,182 | D |
| Restricted Stock UnitsF14,F2,F13 | — | Apr 22, 2016 | D | 42,182 | D | — | Dec 19, 2024 | Common Stock | 42,182 | 0 | D |
| Restricted Stock UnitsF16,F2,F15 | — | Apr 22, 2016 | D | 4,779 | D | — | Dec 19, 2019 | Common Stock | 4,779 | 0 | D |
| Restricted Stock UnitsF2,F17 | — | Apr 22, 2016 | A | 24,102 | A | — | Dec 11, 2025 | Common Stock | 24,102 | 24,102 | D |
| Restricted Stock UnitsF18,F2,F17 | — | Apr 22, 2016 | D | 24,102 | D | — | Dec 11, 2025 | Common Stock | 24,102 | 0 | D |
| Restricted Stock UnitsF20,F2,F19 | — | Apr 22, 2016 | D | 18,076 | D | — | Dec 11, 2025 | Common Stock | 18,076 | 0 | D |
Explanation of responses
- F1In connection with the acquisition (the "Merger") of Heartland Payments Systems, Inc. ("Heartland") by Global Payments Inc. ("Global Payments"), pursuant to the Agreement and Plan of Merger, dated as of December 15, 2015, by and among Heartland, Global Payments, Data Merger Sub One, Inc. and Data Merger Sub Two, LLC, on April 22, 2016, the Reporting Person received $53.28 in cash and 0.6687 of a share of Global Payments common stock for each share of Heartland common stock owned by the Reporting Person.
- F10These restricted stock units, which provided for vesting in four equal installments beginning on December 6, 2014, were cancelled in the Merger in exchange for 6,754 shares of Global Payments common stock and a cash payment of $583,222.15.
- F11On December 19, 2014, the reporting person was granted a target of an aggregate of 19,117 performance restricted stock units. The performance restricted stock units vest based on the satisfaction of certain performance criteria by Heartland during the performance periods. In connection with the Merger, the performance restricted stock units were accelerated at the maximum payout, so the reporting person received an aggregate of 47,793 performance restricted share units.
- F12These restricted stock units were cancelled in the merger in exchange for 31,959 shares of Global Payments common stock and a cash payment of $2,546,424.63.
- F13On December 6, 2013, the reporting person was granted a target of an aggregate of 21,091 performance restricted stock units. The performance restricted stock units vest based on the satisfaction of certain performance criteria by Heartland during the performance periods. In connection with the Merger, the performance restricted stock units were accelerated at the maximum payout, so the reporting person received an aggregate of 42,182 performance restricted share units.
- F14These restricted stock units were cancelled in the Merger in exchange for 28,207 shares of Global Payments common stock and a cash payment of $2,247,464.80.
- F15The 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.
- F16These restricted stock units, which provided for vesting in four equal installments beginning on December 19, 2015, were cancelled in the Merger in exchange for 3,195 shares of Global Payments common stock and a cash payment of $254,679.53.
- F17On December 11, 2015, the reporting person was granted a target of an aggregate of 24,102 performance restricted stock units. The performance restricted stock units vest based on the satisfaction of certain performance criteria by Heartland during the performance periods. In connection with the Merger, the performance restricted stock units were accelerated at the maximum payout, so the reporting person received an aggregate of 24,102 performance restricted share units.
- F18These restricted stock units were cancelled in the Merger in exchange for 16,117 shares of Global Payments common stock and a cash payment of $1,284,155.12.
- F19The 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.
- F2Each restricted stock unit represents a contingent right to receive one share of Heartland's common stock.
- F20These restricted stock units, which provided for vesting in four equal installments beginning on December 11, 2016, were cancelled in the Merger in exchange for 12,087 shares of Global Payments common stock and a cash payment of $963,121.23.
- F3On December 6, 2013, the reporting person was granted a target of an aggregate of 80,695 performance restricted stock units. The performance restricted stock units vest based on the satisfaction of certain performance criteria by Heartland during the performance periods. In connection with the Merger, the performance restricted stock units were accelerated at the maximum payout, so the reporting person received an aggregate of 201,738 performance restricted share units.
- F4These restricted stock units were cancelled in the Merger in exchange for 134,902 shares of Global Payments common stock and a cash payment of $10,748,615.86.
- F5On December 6, 2013, the reporting person was granted a target of an aggregate of 40,318 performance restricted stock units. The performance restricted stock units vest based on the satisfaction of certain performance criteria by Heartland during the performance periods. In connection with the Merger, the performance restricted stock units were accelerated at the maximum payout, so the reporting person received an aggregate of 80,636 performance restricted share units.
- F6These restricted stock units were cancelled in the Merger in exchange for 53,921 shares of Global Payments common stock and a cash payment of $4,296,308.32.
- F7On December 6, 2013, the reporting person was granted a target of an aggregate of 41,742 performance restricted stock units. The performance restricted stock units vest based on the satisfaction of certain performance criteria by Heartland during the performance periods. In connection with the Merger, the performance restricted stock units were accelerated at the maximum payout, so the reporting person received an aggregate of 83,484 performance restricted share units.
- F8These restricted stock units were cancelled in the Merger in exchange for 55,825 shares of Global Payments common stock and a cash payment of $4,448,084.48.
- F9The 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.