SEC Form 4 · accession 0000035527-17-000066

Worldpay, Inc. · WP

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

Reporting owner

FIFTH THIRD BANCORP

Other

Period of report

Aug 9, 2017

Accepted (ET)

Aug 10, 2017 · 4:24 pm EDT

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^F2,F3	Aug 9, 2017	M	19,790,000	—	A	19,790,000	I	By Fifth Third Bank
Class B Common Stock^F1,F2,F3	Aug 9, 2017	D	19,790,000	—	D	15,252,826	I	By Fifth Third Bank
Class A Common Stock^F3	Aug 9, 2017	D	19,790,000	$64.04	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
Class B Units of Vantiv Holding, LLC^F2,F3,F4	—	Aug 9, 2017	M	19,790,000	A	—	—	Class A Common Stock	19,790,000	15,252,826	I

Explanation of responses

F1The Class B Common Stock provides Fifth Third Bank with approximately 8.6% of the aggregate voting power of Vantiv, Inc.'s common stock but has no economic rights. If Fifth Third Bank acquires shares of Class A Common Stock in the future, the voting power of the Class B Common Stock will be reduced by an equivalent amount. Upon an exchange of Class B Units of Vantiv Holding, LLC for shares of Class A Common Stock of Vantiv, Inc. as described in note 4, an equivalent number of shares of Class B Common Stock of Vantiv, Inc. will be cancelled.
F2On August 9, 2017, pursuant to the Transaction Agreement, dated August 7, 2017 (the "Transaction Agreement"), by and among Vantiv, Inc., Vantiv Holding, LLC, Fifth Third Bank and Fifth Third Bancorp, Fifth Third Bank sold 19,790,000 shares of Class A Common Stock of Vantiv, Inc. to Vantiv, Inc. at a price per share of $64.04. The shares of Class A Common Stock of Vantiv, Inc. sold by Fifth Third Bank were issued to Fifth Third Bank in exchange for 19,790,000 Class B Units of Vantiv Holding, LLC pursuant to the exchange right described in note 4. Simultaneously with the exchange, 19,790,000 shares of Class B Common stock of Vantiv, Inc. owned by Fifth Third Bank were automatically cancelled pursuant to the Exchange Agreement, as described in note 4. Immediately following completion of the transactions described in this note 2, Fifth Third Bank held 15,252,826 Class B Units of Vantiv Holding, LLC and 15,252,826 shares of Class B Common Stock of Vantiv, Inc.
F3Fifth Third Bank is a wholly owned direct subsidiary of Fifth Third Financial Corporation, which is a wholly owned direct subsidiary of Fifth Third Bancorp.
F4Fifth Third Bank has the right pursuant to and subject to the limitations in the Exchange Agreement, dated as of March 21, 2012, among Vantiv, Inc., Vantiv Holding, LLC, Fifth Third Bank and FTPS Partners, LLC (the "Exchange Agreement"), to exchange Class B Units of Vantiv Holding, LLC, a subsidiary of Vantiv, Inc., for shares of Class A Common Stock of Vantiv, Inc. on a one-for-one basis or, at Vantiv, Inc.'s option, for cash. Upon such an exchange of Class B Units for Class A Common Stock, an equivalent number of shares of Class B Common Stock of Vantiv, Inc. will be cancelled. Fifth Third Bank is prohibited by the Exchange Agreement from owning more than 18.5% of the Class A Common Stock at any time.

Remarks

(5) At the time of the transactions described in note 2, the Reporting Person was a director by deputization of Vantiv, Inc. Following the transacftions described in note 2, Fifth Third Bank, pursuant to Vantiv, Inc.'s certificate of incorporation, ceased to be entitled to elect a Class B Director to Vantiv, Inc.'s board of directors (the "Board"), and, consequently, Fifth Third Bank's representative on the Board resigned from the Board on August 9, 2017. Following such resignation, the Reporting Person ceased to be a director by deputization of Vantiv, Inc.