0001209191-19-043546.txt : 20190729
0001209191-19-043546.hdr.sgml : 20190729
20190729171924
ACCESSION NUMBER: 0001209191-19-043546
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20190729
FILED AS OF DATE: 20190729
DATE AS OF CHANGE: 20190729
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Neborak Michael K
CENTRAL INDEX KEY: 0001416754
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-11073
FILM NUMBER: 19982420
MAIL ADDRESS:
STREET 1: MSCI INC.
STREET 2: 88 PINE STREET
CITY: NEW YORK
STATE: NY
ZIP: 10005
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: FIRST DATA CORP
CENTRAL INDEX KEY: 0000883980
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389]
IRS NUMBER: 470731996
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 225 LIBERTY STREET
STREET 2: 29TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10281
BUSINESS PHONE: (800) 735-3362
MAIL ADDRESS:
STREET 1: 225 LIBERTY STREET
STREET 2: 29TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10281
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2019-07-29
1
0000883980
FIRST DATA CORP
FDC
0001416754
Neborak Michael K
C/O FIRST DATA CORPORATION
225 LIBERTY STREET, 29TH FLOOR
NEW YORK
NY
10281
0
1
0
0
See remarks
Class A Common Stock
2019-07-29
4
D
0
345087
D
0
D
Class A Common Stock
2019-07-29
4
D
0
6150
D
0
I
By spouse
Class A Common Stock
2019-07-29
4
D
0
2300
D
0
I
By daughter
Class B Common Stock
2019-07-29
4
D
0
197259
D
Class A Common Stock
197259
0
D
Stock Options (right to buy)
12.65
2019-07-29
4
D
0
126546
D
2024-07-14
Class B Common Stock
126546
0
D
Stock Options (right to buy)
12.65
2019-07-29
4
D
0
189818
D
2024-08-11
Class B Common Stock
189818
0
D
Stock Options (right to buy)
14.23
2019-07-29
4
D
0
31636
D
2025-01-14
Class B Common Stock
31636
0
D
Stock Options (right to buy)
16.00
2019-07-29
4
D
0
72500
D
2025-10-15
Class A Common Stock
72500
0
D
Stock Options (right to buy)
12.52
2019-07-29
4
D
0
46439
D
2026-02-24
Class A Common Stock
46439
0
D
Includes (i) 26,364 shares of restricted stock previously subject to time-based vesting which were accelerated in full and settled in Fiserv, Inc. (Fiserv) common stock based on the exchange ratio (defined in footnote (2)), (ii) 161,808 restricted stock units previously subject to time-based vesting which were converted into units denominated in shares of Fiserv common stock based on the exchange ratio and will continue to be governed by the same terms and conditions as were applicable at the effective time, and (iii) 26,364 shares of restricted stock subject to performance-vesting which were converted into awards denominated in shares of Fiserv common stock based on the exchange ratio and which will remain eligible to vest upon satisfaction of an adjusted performance condition, in each case, in accordance with the Agreement and Plan of Merger dated January 16, 2019 (the Merger Agreement) among First Data Corporation (Issuer), Fiserv, and 300 Holdings, Inc. (Merger Sub).
Pursuant to the Merger Agreement among Issuer, Fiserv, and Merger Sub, upon the effective time of the merger of Merger Sub into Issuer (the Merger) on July 29, 2019, each common share of the Issuer was converted in the right to receive 0.303 shares of Fiserv common stock (the exchange ratio).
Shares of Class B common stock were 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.
These stock options are fully vested and exercisable.
Pursuant to the Merger Agreement, immediately after the effective time of the Merger, the option was converted into an option to purchase a number of shares of Fiserv common stock equal to the number of shares of Issuer common stock subject to such option award immediately prior the effective time multiplied by the exchange ratio, with an exercise price per share equal to the exercise price per share of such stock option immediately prior to the effective time divided by the exchange ratio.
142,363 options have vested. 47,455 were originally scheduled to vest on August 11, 2019.
Pursuant to the Merger Agreement, immediately after the effective time of the Merger, the option was converted into an option to purchase a number of shares of Fiserv common stock equal to the number of shares of Issuer common stock subject to such option award immediately prior to the effective date multiplied by the exchange ratio, with an exercise price per share equal to the exercise price per share of such stock option immediately prior to the effective time divided by the exchange ratio. Upon the effective time of the Merger, 47,455 options subject to time-based vesting that were not fully vested were accelerated.
19,772 options have vested. 13,182 were originally scheduled to vest on December 13, 2019, 13,182 were originally scheduled to vest on December 13, 2020, and 26,364 were originally scheduled to 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.
Pursuant to the Merger Agreement, immediately after the effective time of the Merger, the option was converted into an option to purchase a number of shares of Fiserv common stock equal to the number of shares of Issuer common stock subject to such option award immediately prior to the effective date multiplied by the exchange ratio, with an exercise price per share equal to the exercise price per share of such stock option immediately prior to the effective time divided by the exchange ratio. Upon the effective time of the Merger, 26,364 options subject to time-based vesting that were not fully vested were accelerated. With respect to the 26,364 options subject to performance vesting criteria, they will continue to be governed by the same terms and conditions as were applicable at the effective time, and will remain eligible to vest upon satisfaction of an adjusted performance condition in accordance with the Merger Agreement.
Executive Vice President
/s/ Gretchen A. Herron, by power of attorney
2019-07-29