SEC Form 4 · accession 0000899243-18-025221
EVO Payments, Inc. · EVOP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Sep 25, 2018
Accepted (ET)
Sep 25, 2018 · 8:36 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 D Common Stock, par value $0.0001 per shareF1,F3,F12,F13,F14 | Sep 25, 2018 | D | 5,798,080 | — | D | 10,034,835 | I | See Footnotes |
| Class D Common Stock, par value $0.0001 per shareF1,F4,F12,F13,F14 | Sep 25, 2018 | D | 59,751 | — | D | 103,410 | I | See Footnotes |
| Class D Common Stock, par value $0.0001 per shareF2,F5,F12,F13,F14 | Sep 25, 2018 | J | 1,142,169 | — | D | 1,976,766 | I | See Footnotes |
| Class D Common Stock, par value $0.0001 per shareF1,F6,F12,F13,F14 | Sep 25, 2018 | D | 1,142,169 | — | D | 0 | D | |
| Class A Common Stock, par value $0.0001 per shareF7,F12,F13,F14 | holding | — | — | — | 652,500 | I | See Footnotes | |
| Class D Common Stock, par value $0.0001 per shareF8,F12,F13,F14 | holding | — | — | — | 3,346,467 | 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, LLCF3,F12,F13,F14,F9 | — | Sep 25, 2018 | D | 5,798,080 | D | — | — | Class A Common Stock, $0.0001 par value | 5,798,080 | 10,034,835 | I |
| Units of EVO Investco, LLCF4,F12,F13,F14,F9 | — | Sep 25, 2018 | D | 59,751 | D | — | — | Class A Common Stock, $0.0001 par value | 59,751 | 103,410 | I |
| Units of EVO Investco, LLCF2,F5,F12,F13,F14,F9 | — | Sep 25, 2018 | J | 1,142,169 | D | — | — | Class A Common Stock, $0.0001 par value | 1,142,169 | 1,976,766 | I |
| Units of EVO Investco, LLCF11,F6,F12,F13,F14,F9 | — | Sep 25, 2018 | D | 1,142,169 | D | — | — | Class A Common Stock, $0.0001 par value | 1,142,169 | 0 | D |
| Units of EVO Investco, LLCF8,F12,F13,F14,F9 | — | holding | — | — | — | — | — | Class D Common Stock, $0.0001 par value | 3,346,467 | 3,346,467 | I |
Explanation of responses
- F1Reflects the cancellation for no consideration of Class D Common Stock in connection with the sale and transfer of a corresponding number of units of EVO Investco, LLC ("EVO LLC") to EVO Payments, Inc. (the "Issuer"), pursuant to an Exchange Agreement among the Issuer and certain of the reporting persons (the "Exchange Agreement").
- F10Reflects the sale of units of EVO LLC to the Issuer pursuant to the Exchange Agreement and in accordance with the Registration Rights Agreement among the Issuer and the stockholders party thereto, including the reporting persons.
- F11Reflects the transfer of units by Blocker to the Issuer upon the Issuer's exercise of a related call option purchased from MDCP VI-C, for an aggregate price of $23.70, representing the price per unit of the call option and the exercise price thereunder.
- F12MDCP 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 the call option issued by 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.
- F13(Continued from Footnote (12)) 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.
- F14Each of the reporting persons disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein.
- F2Reflects the pro rata distribution for no consideration of these securities by MDCP VI-C Cardservices Splitter, L.P. ("Splitter") to MDCP VI-C Cardservices Blocker Corp. ("Blocker").
- F3These securities are held of record by Madison Dearborn Capital Partners VI-B, L.P. ("MDCP VI-B").
- F4These securities are held of record by Madison Dearborn Capital Partners VI Executive-B, L.P. ("MDCP Exec VI-B").
- F5These securities are held of record by Splitter.
- F6Following the disposition of these securities to the Issuer, Blocker does not own any securities of record but is the indirect beneficial owner of the securities owned of record by Splitter as described in Footnote (12).
- F7These securities are held of record by Madison Dearborn Capital Partners VI-C, L.P. ("MDCP VI-C").
- F8These securities are held of record by MDCP Cardservices, LLC ("MDCP Cardservices").
- F9Units of EVO 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 the Exchange Agreement.
Remarks
This Form 4 is filed by more than one reporting person and is a joint filing with the Form 4 filed by Madison Dearborn Partners, LLC, Madison Dearborn Partners VI-A&C, L.P., Madison Dearborn Partners VI-B, L.P., Madison Dearborn Capital Partners VI-C, L.P., Madison Dearborn Capital Partners VI-B, L.P., Madison Dearborn Capital Partners VI Executive-B, L.P., MDCP Cardservices, LLC, MDCP VI-C Cardservices Splitter, L.P. and MDCP VI-C Cardservices Blocker Corp. on September 25, 2018 and relates to the same holdings. Each of the reporting persons may be deemed a director by deputization as a result of Messrs. Vahe A. Dombalagian and Matthew W. Raino, Managing Directors of MDP LLC, serving on the board of directors of the Issuer, and as a result of the reporting persons having the right to nominate directors to the board of the Issuer pursuant to a Director Nomination Agreement.