SEC Form 4 · accession 0001144354-16-000166
HEARTLAND PAYMENT SYSTEMS INC · HPY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert H B Baldwin Jr.
Officer — Vice Chairman
Period of report
Apr 22, 2016
Accepted (ET)
Apr 26, 2016 · 9:20 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 share | Apr 18, 2016 | G | 13,519 | $0.00 | D | 505,418 | D | |
| Common Stock, par value $0.001 per share | Apr 18, 2016 | G | 1,200 | $0.00 | D | 504,218 | D | |
| Common Stock, par value $0.001 per share | Apr 21, 2016 | G | 3,781 | $0.00 | D | 500,437 | D | |
| Common Stock, par value $0.001 per shareF1 | Apr 22, 2016 | D | 500,437 | — | D | 0 | D | |
| Common StockF1,F2 | Apr 22, 2016 | D | 30,442 | — | D | 0 | I | Robert H.B Baldwin, Jr. Trust U/A/D June 30, 2004 |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF5,F3,F4 | — | Apr 22, 2016 | D | 2,263 | D | — | Dec 10, 2017 | Common Stock | 2,263 | 0 | D |
| Restricted Stock UnitsF3,F6 | — | Apr 22, 2016 | A | 16,815 | A | — | Dec 6, 2023 | Common Stock | 16,815 | 16,815 | D |
| Restricted Stock UnitsF7,F3,F6 | — | Apr 22, 2016 | D | 16,815 | D | — | Dec 6, 2023 | Common Stock | 16,815 | 0 | D |
| Restricted Stock UnitsF3,F8 | — | Apr 22, 2016 | A | 6,724 | A | — | Dec 6, 2023 | Common Stock | 6,724 | 6,724 | D |
| Restricted Stock UnitsF9,F3,F8 | — | Apr 22, 2016 | D | 6,724 | D | — | Dec 6, 2023 | Common Stock | 6,724 | 0 | D |
| Restricted Stock UnitsF3,F10 | — | Apr 22, 2016 | A | 6,950 | A | — | Dec 6, 2023 | Common Stock | 6,950 | 6,950 | D |
| Restricted Stock UnitsF11,F3,F10 | — | Apr 22, 2016 | D | 6,950 | D | — | Dec 6, 2023 | Common Stock | 6,950 | 0 | D |
| Restricted Stock UnitF13,F3,F12 | — | Apr 22, 2016 | D | 1,682 | D | — | Dec 6, 2023 | Common Stock | 1,682 | 0 | D |
| Restricted Stock UnitsF3,F14 | — | Apr 22, 2016 | A | 5,513 | A | — | Dec 19, 2024 | Common Stock | 5,513 | 5,513 | D |
| Restricted Stock UnitsF15,F3,F14 | — | Apr 22, 2016 | D | 5,513 | D | — | Dec 19, 2024 | Common Stock | 5,513 | 0 | D |
| Restricted Stock UnitsF3,F16 | — | Apr 22, 2016 | A | 4,866 | A | — | Dec 19, 2024 | Common Stock | 4,866 | 4,866 | D |
| Restricted Stock UnitsF17,F3,F16 | — | Apr 22, 2016 | D | 4,866 | D | — | Dec 19, 2024 | Common Stock | 4,866 | 0 | D |
| Restricted Stock UnitsF19,F3,F18 | — | Apr 22, 2016 | D | 827 | D | — | Dec 19, 2024 | Common Stock | 827 | 0 | D |
| Restricted Stock UnitsF3,F20 | — | Apr 22, 2016 | A | 1,808 | A | — | Dec 11, 2025 | Common Stock | 1,808 | 1,808 | D |
| Restricted Stock UnitsF21,F3,F20 | — | Apr 22, 2016 | D | 1,808 | D | — | Dec 11, 2025 | Common Stock | 1,808 | 0 | D |
| Restricted Stock UnitsF23,F3,F22 | — | Apr 22, 2016 | D | 1,808 | D | — | Dec 11, 2025 | Common Stock | 1,808 | 0 | D |
Explanation of responses
- F1In connection with the acquisition (the "Acquisition") 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.
- F10On 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 Acquisition, 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.
- F11These 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.
- F12The 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.
- F13These restricted stock units, which provided for vesting in four equal installments beginning on December 6, 2014, were cancelled in the merger in exchange for 1,124 shares of Global Payments common stock and a cash payment of $89,674.11.
- F14On December 19, 2014, the reporting person was granted a target of an aggregate of 2,205 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 Acquisition, the performance restricted stock units were accelerated at the maximum payout, so the reporting person received an aggregate of 5,513 performance restricted share units.
- F15These restricted stock units were cancelled in the merger in exchange for 3,686 shares of Global Payments common stock and a cash payment of $293,773.84.
- F16On December 19, 2014, the reporting person was granted a target of an aggregate of 2,433 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 Acquisition, the performance restricted stock units were accelerated at the maximum payout, so the reporting person received an aggregate of 4,866 performance restricted share units.
- F17These restricted stock units were cancelled in the merger in exchange for 3,253 shares of Global Payments common stock and a cash payment of $259,328.31.
- F18The 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.
- F19These restricted stock units, which provided for vesting in four equal installments beginning on December 19, 2015, were cancelled in the merger in exchange for 553 shares of Global Payments common stock and a cash payment of $44,063.69.
- F2The reporting person is the indirect beneficial owner of 30,442 shares of the Issuer held by the Robert H.B Baldwin, Jr. Trust U/A/D June 30, 2004 (the "Trust"). The reporting person disclaims beneficial ownership of the securities held in the Trust, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
- F20On December 1, 2015, the reporting person was granted a target of an aggregate of 1,808 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 Acquisition, the performance restricted stock units were accelerated at the target payout, so the reporting person received an aggregate of 1,808 performance restricted share units.
- F21These restricted stock units were cancelled in the merger in exchange for 1,209 shares of Global Payments common stock and a cash payment of $96,330.97.
- F22The 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 units.
- F23These restricted stock units, which provided for vesting in four equal installments beginning on December 11, 2016, were cancelled in the merger in exchange for 1,209 shares of Global Payments common stock and a cash payment of $96,330.97.
- F3Each restricted stock unit represents a contingent right to receive one share of Heartland's common stock.
- F4The 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.
- F5These restricted stock units, which provided for vesting in four equal installments beginning on December 10, 2013, was cancelled in the merger in exchange for 1,513 shares of Global Payments common stock and a cash payment of $120,592.98.
- F6On 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 Acquisition, 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.
- F7These 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.
- F8On 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 Acquisition, 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.
- F9These 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.