SEC Form 4 · accession 0001144354-16-000162
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
Apr 22, 2016
Accepted (ET)
Apr 26, 2016 · 8:57 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 StockF1 | Apr 22, 2016 | D | 37,275 | — | 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 | 16,815 | A | — | Dec 6, 2023 | Common Stock | 16,815 | 16,815 | D |
| Restricted Stock UnitsF4,F2,F3 | — | Apr 22, 2016 | D | 16,815 | D | — | Dec 6, 2023 | Common Stock | 16,815 | 0 | D |
| Restricted Stock UnitsF2,F5 | — | Apr 22, 2016 | A | 6,724 | A | — | Dec 6, 2023 | Common Stock | 6,724 | 6,724 | D |
| Restricted Stock UnitsF6,F2,F5 | — | Apr 22, 2016 | D | 6,724 | D | — | Dec 6, 2023 | Common Stock | 6,724 | 0 | D |
| Restricted Stock UnitsF2,F7 | — | Apr 22, 2016 | A | 6,950 | A | — | Dec 6, 2023 | Common Stock | 6,950 | 6,950 | D |
| Restricted Stock UnitsF8,F2,F7 | — | Apr 22, 2016 | D | 6,950 | D | — | Dec 6, 2023 | Common Stock | 6,950 | 0 | D |
| Restricted Stock UnitsF10,F2,F9 | — | Apr 22, 2016 | D | 841 | D | — | Dec 6, 2023 | Common Stock | 841 | 0 | D |
| Restricted Stock UnitsF2,F11 | — | Apr 22, 2016 | A | 11,028 | A | — | Dec 19, 2024 | Common Stock | 11,028 | 11,028 | D |
| Restricted Stock UnitsF12,F2,F11 | — | Apr 22, 2016 | D | 11,028 | D | — | Dec 19, 2024 | Common Stock | 11,028 | 0 | D |
| Restricted Stock UnitsF2,F13 | — | Apr 22, 2016 | A | 9,734 | A | — | Dec 19, 2024 | Common Stock | 9,734 | 9,734 | D |
| Restricted Stock UnitsF14,F2,F13 | — | Apr 22, 2016 | D | 9,734 | D | — | Dec 19, 2024 | Common Stock | 9,734 | 0 | D |
| Restricted Stock UnitsF16,F2,F15 | — | Apr 22, 2016 | D | 1,103 | D | — | Dec 19, 2019 | Common Stock | 1,103 | 0 | D |
| Restricted Stock UnitsF18,F2,F17 | — | Apr 22, 2016 | D | 2,711 | D | — | Dec 11, 2025 | Common Stock | 2,711 | 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 11, 2016, were cancelled in the Merger in exchange for 562 shares of Global Payments common stock and a cash payment of $44,837.06.
- F11On December 19, 2014, the reporting person was granted a target of an aggregate of 4,411 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 11,028 performance restricted share units.
- F12These restricted stock units were cancelled in the merger in exchange for 7,374 shares of Global Payments common stock and a cash payment of $587,603.97.
- F13On December 6, 2013, the reporting person was granted a target of an aggregate of 4,867 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 9,734 performance restricted share units.
- F14These restricted stock units were cancelled in the merger in exchange for 6,509 shares of Global Payments common stock and a cash payment of $518,637.06.
- 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 units.
- 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 737 shares of Global Payments common stock and a cash payment of $58,811.54.
- F17The restricted stock units vest in four equal annual installments beginning December 11, 2015. Vested shares will be delivered to the reporting person as soon as administratively practicable following the vesting of the restricted stock unit.
- F18These restricted stock units, which provided for vesting in four equal installments beginning on December 11, 2016, were cancelled in the Merger in exchange for 1,812 shares of Global Payments common stock and a cash payment of $144,506.23.
- F2Each restricted stock unit represents a contingent right to receive one share of Heartland's common stock.
- F3On December 6, 2013, the reporting person was granted a target of an aggregate of 6,726 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 16,815 performance restricted share units.
- F4These restricted stock units were cancelled in the merger in exchange for 11,244 shares of Global Payments common stock and a cash payment of $859,917.65.
- F5On December 6, 2013, the reporting person was granted a target of an aggregate of 3,362 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 6,724 performance restricted share units.
- F6These restricted stock units were cancelled in the merger in exchange for 4,496 shares of Global Payments common stock and a cash payment of $358,280.42.
- F7On December 6, 2013, the reporting person was granted a target of an aggregate of 3,475 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 6,950 performance restricted share units.
- F8These restricted stock units were cancelled in the merger in exchange for 4,647 shares of Global Payments common stock and a cash payment of $370,331.27.
- 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.