SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Rosman Adam L.

(Last)

(First)

(Middle)

C/O FIRST DATA CORPORATION

225 LIBERTY STREET, 29TH FLOOR

(Street)

NEW YORK

10281

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/15/2015

3. Issuer Name and Ticker or Trading Symbol
FIRST DATA CORP [ FDC ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	See Remarks

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	158,182⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Common Stock	⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Class A Common Stock	205,636⁽³⁾	⁽²⁾	D
Stock Options (right to buy)	⁽⁴⁾	11/12/2024	Class B Common Stock⁽²⁾	158,162	$12.65	D
Stock Options (right to buy)	⁽⁵⁾	01/14/2025	Class B Common Stock⁽²⁾	31,636	$14.23	D
Stock Options (right to buy)	⁽⁶⁾	10/14/2025	Class A Common Stock	158,182	$16	D

Explanation of Responses:

1. Represents a grant of restricted Class A common stock ("Class A Common Stock") of First Data Corporation (the "Issuer"), of which, subject to the reporting person's continued employment through each applicable vesting date, two thirds will vest over time, with one fourth of such amount vesting on each of December 31, 2017, 2018, 2019 and 2020, and one third will vest upon the Issuer's achievement of a closing trading price of the 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.

2. Shares of Class B common stock of the Issuer ("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, with certain exceptions, and upon certain other events.

3. Includes 205,636 shares of restricted Class B Common Stock, of which 158,182 will vest in three equal installments on March 15, 2016, November 12, 2016, and November 12, 2017 and 47,454 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 January 1, 2017 and (iii) the remaining 40% will vest on January 1, 2018, subject to continued employment through the applicable vesting dates.

4. These stock options vest in equal annual installments on each of the first five anniversaries of November 12, 2014, subject to continued employment through each applicable vesting date.

5. These stock options vest in equal annual installments on each of the first three anniversaries of January 1, 2015, subject to continued employment through each applicable vesting date.

6. Of the 158,182 stock options granted, subject to the reporting person's continued service through each applicable vesting date, two thirds will vest over time, with one fourth of such amount vesting on each of December 31, 2017, 2018, 2019 and 2020, and one third will vest upon the Issuer's achievement of a closing trading price of the 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, General Counsel and Secretary Exhibit 24 - Power of Attorney

	/s/ Gretchen A. Herron, attorney-in-fact	10/15/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.