SEC Form 4 · accession 0000035527-16-000243

Worldpay, Inc. · WP

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

FIFTH THIRD BANCORP

Director · 10% Owner

Period of report

Nov 21, 2016

Accepted (ET)

Nov 22, 2016 · 8:40 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001533932

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Class A Common Stock^F4,F2	Nov 21, 2016	M	5,651,432	—	A	5,651,432	I	By Fifth Third Bank
Class A Common Stock^F1,F2	Nov 21, 2016	S	4,801,432	$59.02	D	850,000	I	By Fifth Third Bank
Class A Common Stock^F1,F2	Nov 21, 2016	D	850,000	$59.73	D	0	I	By Fifth Third Bank

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Warrant^F3,F2	$15.98	Nov 21, 2016	M	7,791,956	D	—	—	Class C Units	7,791,956	0	I
Class C Units of Vantiv Holding, LLC^F3,F2	—	Nov 21, 2016	M	7,791,956	A	—	—	Class A Common Stock	7,791,956	7,791,956	I
Class C Units of Vantiv Holding, LLC^F3,F2	—	Nov 21, 2016	F	2,140,524	D	—	—	Class A Common Stock	2,140,524	5,651,432	I
Class C Units of Vantiv Holding LLC^F1,F4,F3,F2	—	Nov 21, 2016	M	5,651,432	D	—	—	Class A Common Stock	5,651,432	0	I

Explanation of responses

F1On November 21, 2016, Fifth Third Bank agreed to sell 4,801,432 shares of Class A common stock of Vantiv, Inc. ("Vantiv") as part of a registered secondary public offering and has separately agreed to sell 850,000 shares of Class A common stock back to Vantiv upon completion of the offering. The shares of Class A common stock sold by Fifth Third Bank were issued to Fifth Third Bank in exchange for 5,651,432 Class C Units available for exchange following the Warrant exercise transaction described in note 3.
F2Fifth Third Bank is a wholly owned subsidiary of Fifth Third Financial Corporation, which is a wholly owned subsidiary of Fifth Third Bancorp.
F3On November 21, 2016, Fifth Third Bank submitted a notice to net exercise the remainder of the warrant to purchase Class C units of Vantiv Holding, LLC that was issued to Fifth Third Bank on June 30, 2009 (the "Warrant"). Pursuant to the net exercise, the remaining rights under the Warrant to purchase 7,791,956 Class C units of Vantiv Holding, LLC will be surrendered in exchange for the issuance of 5,651,432 Class C units to Fifth Third Bank. 2,140,524 Class C units valued at $58.17 per underlying share were withheld to pay the exercise price. Following the next exercise, zero Class C units will be available for issuance under the Warrant.
F4Fifth Third Bank has the right pursuant to and subject to the limitations in the Exchange Agreement among Fifth Third Bank, FTPS Partners, LLC, Vantiv and Vantiv Holding, LLC (the "Exchange Agreement"), to exchange Class C units of Vantiv Holding, LLC, a subsidiary of Vantiv, for shares of Class A common stock of Vantiv on a one-for-one basis or, at Vantiv's option, for cash. Fifth Third Bank is prohibited by the Exchange Agreement from owning more than 18.5% of the Class A common stock at any time. On November 21, 2016, Fifth Third Bank submitted a notice to exchange the Class C units of Vantiv Holding, LLC for shares of Class A common stock of Vantiv.