SEC Form 4/A · accession 0001213900-17-007374
CardConnect Corp. · CCN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Jul 6, 2017 | U | 262,036 | — | D | 0 | D | |
| Common StockF1,F2 | Jul 6, 2017 | D | 563,860 | — | D | 0 | D |
Table II — derivative securities
Explanation of responses
- F1Disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 26, 2017, by and among CardConnect Corp. (the "Company"), First Data Corporation, a Delaware corporation ("First Data"), and Minglewood Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of First Data ("Merger Sub"), in exchange for cash consideration of $15.00 per share, without interest and subject to any required tax withholding. Pursuant to the Merger Agreement, Purchaser offered to purchase all of the outstanding shares of common stock, par value $0.001 per share of the Company (the "Shares"), at a price of $15.00 per share (the "Offer Price"), net to the seller in cash without interest and subject to any required tax withholding, upon the terms and conditions set forth in the offer to purchase dated June 7, 2017, and in the related letter of transmittal (the "Offer").
- F2After the acceptance of the Shares by Merger Sub on July 6, 2017, all outstanding Shares not accepted in the Offer were converted into the right to an amount equal to the Offer Price, net to the seller in cash without interest and subject to any required tax withholding, other than (i) Shares owned by Merger Sub or First Data or held in the Company's treasury, (ii) Shares owned by any direct or indirect wholly-owned subsidiary of First Data (other than Merger Sub) or the Company immediately prior to the Effective Time, or (iii) Shares held by any stockholder that is entitled to demand and properly demands appraisal of such Shares pursuant to, and who complies in all respects with, Section 262 of the DGCL and who, as of the Effective Time, has neither effectively withdrawn nor lost its rights to such appraisal and payment under the DGCL with respect to such Shares) will at the Effective Time be converted into the right to receive an amount equal to the Offer Price.
Remarks
As of the shareholder vote at the CardConnect Corp. annual meeting on May 23, 2017, Betsy Cohen was no longer a director of CardConnect Corp. Pursuant to Rule 16a-1(a)(2)(ii)(B) under the Securities Exchange Act of 1934, as amended (the "Act"), the Reporting Person may be deemed to be the beneficial owner of the securities reported herein only to the extent of his pecuniary interest therein. Pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that the Reporting Person is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities reported herein in excess of such amount.