SEC Form 4 · accession 0000899243-18-025230

EVO Payments, Inc. · EVOP

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

Reporting owner

Vahe A Dombalagian

Director · 10% Owner

Period of report

Sep 25, 2018

Accepted (ET)

Sep 25, 2018 · 8:41 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 share^{F1,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 share^{F1,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 share^{F2,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 share^{F1,F6,F12,F13,F14}	Sep 25, 2018	D	1,142,169	—	D	0	I	See Footnotes
Class A Common Stock, par value $0.0001 per share^{F7,F12,F13,F14}	holding	—	—		—	652,500	I	See Footnotes
Class D Common Stock, par value $0.0001 per share^{F8,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, LLC^{F3,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, LLC^{F4,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, LLC^{F2,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, LLC^{F11,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	I
Units of EVO Investco, LLC^{F8,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.
F14Mr. Vahe A. Dombalagian is a Managing Director of MDP LLC and maybe deemed to share beneficial ownership of the reported securities. Mr. Dombalagian 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 4's reporting these transactions.
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.