SEC Form 4 · accession 0001144354-16-000176
HEARTLAND PAYMENT SYSTEMS INC · HPY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert H Niehaus
Director
Period of report
Apr 22, 2016
Accepted (ET)
Apr 27, 2016 · 9:32 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 Stock, par value $0.001 per share | Apr 22, 2016 | D | 25,000 | $0.00 | D | 0 | I | By self as vice president of the Robert and Kate Niehaus Foundation |
| Common StockF1 | Apr 22, 2016 | D | 3,000 | — | D | 0 | I | The John Robert Niehaus 1994 Trust |
| Common StockF1 | Apr 22, 2016 | D | 3,000 | — | D | 0 | I | The Peter Southworth Niehaus 1994 Trust |
| Common StockF1 | Apr 22, 2016 | D | 3,000 | — | D | 0 | I | The Ann Southworth Niehaus 1994 Trust |
| Common Stock, par value $0.001 per shareF1 | Apr 22, 2016 | D | 87,722 | — | 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 UnitF4,F2,F3 | — | Apr 22, 2016 | D | 1,435 | D | — | May 8, 2025 | Common Stock | 1,435 | 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.
- F2Each restricted stock unit represents a contingent right to receive one share of Heartland Payment Systems, Inc.'s (the "Issuer") common stock.
- F3The restricted stock units vest upon the earlier of: (i) May 8, 2016 and (ii) the first business day preceding the date of the Issuer's 2016 annual meeting of stockholders, so long as the reporting person remains in Continuous Service (as such term is defined in the Issuer's Second Amended and Restated 2008 Equity Incentive Plan).
- F4These restricted stock units, which provided for vesting upon the earlier of May 8, 2016 or the first business day preceding the date of the Issuer's 2016 annual meeting of stockholders, were cancelled in the merger in exchange for 959 shares of Global Payments common stock and a cash payment of $76,501.14.