SEC Form 3 · accession 0000899243-18-013788
EVO Payments, Inc. · EVOP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Brendan T Barrett
Director · 10% Owner
Period of report
May 22, 2018
Accepted (ET)
May 22, 2018 · 9:45 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001704596
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common Stock, $0.0001 par valueF1,F7,F8,F9 | holding | — | — | — | 652,500 | I | See Footnotes | |
| Class D Common Stock, $0.0001 par valueF2,F7,F8,F9 | holding | — | — | — | 15,832,915 | I | See Footnotes | |
| Class D Common Stock, $0.0001 par valueF3,F7,F8,F9 | holding | — | — | — | 163,161 | I | See Footnotes | |
| Class D Common Stock, $0.0001 par valueF4,F7,F8,F9 | holding | — | — | — | 3,346,467 | I | See Footnotes | |
| Class D Common Stock, $0.0001 par valueF5,F7,F8,F9 | holding | — | — | — | 3,118,935 | I | See Footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Units of EVO Investco, LLCF2,F7,F8,F9,F6 | — | holding | — | — | — | — | — | Class A Common Stock, $0.0001 par value | 15,832,915 | — | I |
| Units of EVO Investco, LLCF3,F7,F8,F9,F6 | — | holding | — | — | — | — | — | Class A Common Stock, $0.0001 par value | 163,161 | — | I |
| Units of EVO Investco, LLCF4,F7,F8,F9,F6 | — | holding | — | — | — | — | — | Class A Common Stock, $0.0001 par value | 3,346,467 | — | I |
| Units of EVO Investco, LLCF5,F7,F8,F9,F6 | — | holding | — | — | — | — | — | Class A Common Stock, $0.0001 par value | 3,118,935 | — | I |
Explanation of responses
- F1The shares of Class A common stock of EVO Payments, Inc. (the "Issuer") are held of record by Madison Dearborn Capital Partners VI-C, L.P. ("MDCP VI-C").
- F2These securities are held of record by Madison Dearborn Capital Partners VI-B, L.P. ("MDCP VI-B").
- F3These securities are held of record by Madison Dearborn Capital Partners VI Executive-B, L.P. ("MDCP Exec VI-B").
- F4These securities are held of record by MDCP Cardservices, LLC ("MDCP Cardservices").
- F5These securities are held of record by MDCP VI-C Cardservices Splitter, L.P. ("Splitter").
- F6Units of EVO Investco, LLC are exchangeable, together with an equal number of shares of Class D common stock of the Issuer, on a one-for-one basis for shares of Class A common stock of the Issuer pursuant to an exchange agreement between the Issuer and certain of the reporting persons (the "Exchange Agreement").
- F7MDCP VI-B may be deemed to share beneficial ownership of the securities held by MDCP Cardservices, as its controlling member. Madison Dearborn Partners VI-B, L.P. ("MDP VI-B") may be deemed to share beneficial ownership of the securities held by MDCP VI-B, MDCP Exec VI-B and Splitter, as each of their general partners. MDCP VI-C may be deemed to share beneficial ownership of the securities held by Splitter to the extent of its pecuniary interest therein by virtue of the rights granted with respect to the disposition of such securities under the Exchange Agreement and a call option issued by MDCP VI-C Cardservices Blocker Corp. ("Blocker"). Blocker may be deemed to share beneficial ownership of the securities held by Splitter to the extent of its pecuniary interest therein by virtue of the rights granted with respect to the disposition of such securities under the call option.
- F8(Continued from Footnote (7)) Madison Dearborn Partners VI-A&C, L.P. ("MDP VI-A&C"), as the general partner of MDCP VI-C, may be deemed the beneficial owner of the securities beneficially owned by MDCP VI-C. Madison Dearborn Partners, LLC ("MDP LLC"), as the general partner of each of MDP VI-B and MDP VI-A&C may be deemed to share beneficial ownership of the reported securities. As the sole members of the limited partner committees of MDP VI-B and MDP VI-A&C, which have the power, acting by majority vote, to vote or dispose of the securities beneficially owned by MDP VI-B and MDP VI-A&C, respectively, Paul J. Finnegan and Samuel M. Mencoff may be deemed to have shared voting and investment power over such securities. Each of the entities and persons named herein disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein.
- F9Mr. Brendan T. Barrett is a Director of MDP LLC and maybe deemed to share beneficial ownership of the reported securities. Mr. Barrett disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. The record and other beneficial owners of the reported securities have separately filed Form 3's.
Remarks
Exhibit 24.1 - Power of Attorney