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