SEC Form 4 · accession 0000899243-15-007050
FIRST DATA CORP · FDC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Anthony S Marino
Officer — See Remarks
Period of report
May 12, 2015
Accepted (ET)
Oct 22, 2015 · 6:05 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000883980
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common Stock | Oct 14, 2015 | A | 79,091 | $0.00 | A | 79,091 | D | |
| Class A Common Stock | Oct 20, 2015 | P | 100 | $16.00 | A | 79,191 | D | |
| Class A Common StockF3 | Oct 20, 2015 | P | 100 | $16.00 | A | 100 | I | See footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common StockF5,F6,F4 | — | May 12, 2015 | A | 41,127 | A | — | — | Class A Common Stock | 41,127 | 120,218 | D |
| Stock Options (right to buy)F7 | $16.00 | Oct 14, 2015 | A | 79,091 | A | — | Oct 14, 2025 | Class A Common Stock | 79,091 | 79,091 | D |
Explanation of responses
- F1Represents a grant of restricted Class A common stock ("Class A Common Stock") under the First Data Corporation 2015 Omnibus Incentive Plan (the "2015 Plan") of First Data Corporation (the "Issuer"), effective on the date of effectiveness of the Issuer's Form S-8 Registration Statement related to the 2015 Plan.
- F2Reflects shares of Class A Common Stock of the Issuer purchased under the Issuer's Directed Share Program in connection with the Issuer's initial public offering.
- F3Held by the reporting person's children.
- F4Shares of Class B common stock of the Issuer (the "Class B Common Stock") are convertible into shares of Class A Common Stock on a one-for-one basis at any time at the option of the holder with the prior written consent of the Issuer, automatically upon transfer, and upon certain other events.
- F5Reported on a post-split basis following the merger of First Data Holdings Inc. with and into the Issuer and the Issuer's reverse stock split of 3.16091-for-1 in connection with the Issuer's initial public offering.
- F6Includes 70,091 shares of restricted Class B Common Stock, of which (i) 20% will vest upon the expiration of the 180-day lock-up period in connection with the Issuer's initial public offering, (ii) 40% will vest on February 24, 2017 and (iii) the remaining 40% will vest on February 24, 2018, subject to continued employment through the applicable vesting date.
- F7Represents a grant of stock options which, subject to the reporting person's continued service through each applicable vesting date, will vest two thirds over time, with one fourth of such amount vesting on each of December 31, 2017, 2018, 2019 and 2020, and one third upon the Issuer's achievement of a closing trading price of its Class A Common Stock equal to or greater than $32.00 per share over any ten consecutive trading-day period following the Issuer's initial public offering.
Remarks
Title - Executive Vice President, Head of Human Resources