SEC Form 4 · accession 0001144354-16-000175
HEARTLAND PAYMENT SYSTEMS INC · HPY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Samir Michael Zabaneh
Officer — Chief Financial Officer
Period of report
Apr 22, 2016
Accepted (ET)
Apr 27, 2016 · 9:29 am 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 | 10,211 | — | 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 UnitsF4,F2,F3 | — | Apr 22, 2016 | D | 12,804 | D | — | Dec 19, 2024 | Common Stock | 12,804 | 0 | D |
| Restricted Stock UnitsF2,F5 | — | Apr 22, 2016 | A | 16,543 | A | — | Dec 19, 2024 | Common Stock | 16,543 | 16,543 | D |
| Restricted Stock UnitsF6,F2,F5 | — | Apr 22, 2016 | D | 16,543 | D | — | Dec 19, 2024 | Common Stock | 16,543 | 0 | D |
| Restricted Stock UnitsF2,F7 | — | Apr 22, 2016 | A | 14,602 | A | — | Dec 19, 2024 | Common Stock | 14,602 | 14,602 | D |
| Restricted Stock UnitsF8,F2,F7 | — | Apr 22, 2016 | D | 14,602 | D | — | Dec 19, 2024 | Common Stock | 14,602 | 0 | D |
| Restricted Stock UnitsF10,F2,F9 | — | Apr 22, 2016 | D | 1,654 | D | — | Dec 19, 2019 | Common Stock | 1,654 | 0 | D |
| Restricted Stock UnitsF2,F11 | — | Apr 22, 2016 | A | 6,026 | A | — | Dec 11, 2025 | Common Stock | 6,026 | 6,026 | D |
| Restricted Stock UnitsF12,F2,F11 | — | Apr 22, 2016 | D | 6,026 | D | — | Dec 11, 2025 | Common Stock | 6,026 | 0 | D |
| Restricted Stock UnitsF14,F2,F13 | — | Apr 22, 2016 | D | 4,519 | D | — | Dec 11, 2025 | Common Stock | 4,519 | 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 19, 2015, were cancelled in the Merger in exchange for 1,106 shares of Global Payments common stock and a cash payment of $88,127.38.
- F11On December 11, 2015, the reporting person was granted a target of an aggregate of 6,026 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 6,026 performance restricted share units.
- F12These restricted stock units were cancelled in the merger in exchange for 4,029 shares of Global Payments common stock and a cash payment of $321,109.75.
- F13The 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.
- F14These restricted stock units, which provided for vesting in four equal installments beginning on December 11, 2016, were cancelled in the Merger in exchange for 3,021 shares of Global Payments common stock and a cash payment of $240,837.20.
- F2Each restricted stock unit represents a contingent right to receive one share of Heartland's common stock.
- F3The restricted stock units vest in four equal annual installments beginning April 7, 2015. Vested shares will be delivered to the reporting person as soon as administratively practicable following the vesting of the restricted stock units.
- F4These restricted stock units, which provided for vesting in four equal installments beginning on April 7, 2015, were cancelled in the Merger in exchange for 8,562 shares of Global Payments common stock and a cash payment of $682,199.76.
- F5On December 19, 2014, the reporting person was granted a target of an aggregate of 6,617 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 16,543 performance restricted share units.
- F6These restricted stock units were cancelled in the merger in exchange for 11,062 shares of Global Payments common stock and a cash payment of $881,434.11.
- F7On December 19, 2014, the reporting person was granted a target of an aggregate of 7,301 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 14,602 performance restricted share units.
- F8These restricted stock units were cancelled in the merger in exchange for 9,764 shares of Global Payments common stock and a cash payment of $778,021.67.
- F9The 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.