SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Todd Paul M

(Last)

(First)

(Middle)

3550 LENOX ROAD

(Street)

ATLANTA

30326

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
GLOBAL PAYMENTS INC [ GPN ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior Executive VP and CFO

3. Date of Earliest Transaction (Month/Day/Year)
09/17/2019

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/17/2019		A⁽¹⁾		50,073	A	$0.00⁽¹⁾	50,073	D
Common Stock	09/17/2019		A⁽²⁾⁽³⁾		42,230	A	$0.00⁽²⁾⁽³⁾	92,303	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-qualified Stock Option (Right to Buy)	$47.16⁽⁴⁾	09/17/2019		A⁽⁴⁾		27,373⁽⁴⁾		09/17/2019⁽⁵⁾	02/26/2025	Common Stock	27,373	$0.00⁽⁴⁾	27,373	D
Non-qualified Stock Option (Right to Buy)	$54.91⁽⁴⁾	09/17/2019		A⁽⁴⁾		28,341⁽⁴⁾		09/17/2019⁽⁵⁾	02/25/2026	Common Stock	28,341	$0.00⁽⁴⁾	28,341	D
Non-qualified Stock Option (Right to Buy)	$67.24⁽⁴⁾	09/17/2019		A⁽⁴⁾		26,463⁽⁴⁾		⁽⁶⁾	02/16/2027	Common Stock	26,463	$0.00⁽⁴⁾	26,463	D
Non-qualified Stock Option (Right to Buy)	$107.5⁽⁴⁾	09/17/2019		A⁽⁴⁾		22,751⁽⁴⁾		⁽⁷⁾	02/15/2028	Common Stock	22,751	$0.00⁽⁴⁾	22,751	D
Non-qualified Stock Option (Right to Buy)	$113.48⁽⁴⁾	09/17/2019		A⁽⁴⁾		13,458⁽⁴⁾		⁽⁸⁾	02/12/2029	Common Stock	13,458	$0.00⁽⁴⁾	13,458	D

Explanation of Responses:

1. Reflects the issuance of shares of Global Payments common stock, without par value ("Global Payments Common Stock"), contemplated by the Agreement and Plan of Merger, dated as of May 27, 2019 (the "Merger Agreement"), by and between Total System Services, Inc. ("TSYS") and Global Payments Inc. ("Global Payments"), pursuant to which, at the effective time of the Merger (the "Effective Time"), TSYS merged with and into Global Payments, with Global Payments as the surviving entity. In accordance with the terms of the Merger Agreement, each share of TSYS common stock, par value $0.10 per share ("TSYS Common Stock"), was converted into 0.8101 shares (the "Exchange Ratio") of Global Payments Common Stock.

2. In accordance with the terms of the Merger Agreement, each restricted stock unit in respect of TSYS Common Stock (a "TSYS RSU") that was outstanding immediately prior to the Effective Time was automatically converted into a restricted stock unit (a "Global Payments RSU") in respect of that number of shares of Global Payments Common Stock (rounded to the nearest whole share) equal to the product of (i) the number of shares of TSYS Common Stock subject to such TSYS RSU immediately prior to the Effective Time and (ii) the Exchange Ratio. Applicable performance goals were deemed satisfied in accordance with the terms of the Merger Agreement and the Global Payments RSU otherwise remained subject to the same vesting schedule as the corresponding TSYS RSU. (cont'd)

3. (cont'd) With respect to such Global Payments RSUs (a) 15,862 will vest on December 31, 2019 and be settled within 60 days thereafter, (b) 1,023 will vest on February 13, 2020 and be settled within 60 days thereafter, (c) 15,197 will vest on December 31, 2020 and be settled within 60 days thereafter, (d) 1,056 will vest on February 13, 2021 and be settled within 60 days thereafter, (e) 8,068 will vest on December 31, 2021 and be settled within 60 days thereafter and (f) 1,024 will vest on February 13, 2022 and be settled within 60 days thereafter.

4. In accordance with the terms of the Merger Agreement, each stock option to purchase shares of TSYS Common Stock (a "TSYS Stock Option") that was outstanding and unexercised immediately prior to the Effective Time was automatically converted into an option to purchase (i) that number of shares of Global Payments Common Stock (rounded down to the nearest whole share) equal to the product of (A) the number of shares of TSYS Common Stock subject to such TSYS Stock Option immediately prior to the Effective Time and (B) the Exchange Ratio, (ii) at an exercise price per share of Global Payments Common Stock (rounded up to the nearest whole cent) equal to the quotient of (A) the exercise price per share of TSYS Common Stock of such TSYS Stock Option immediately prior to the Effective Time and (B) the Exchange Ratio.

5. These options were fully vested and exercisable at the Effective Time.

6. 17,729 of these options were fully vested and exercisable at the Effective Time. The remaining options will vest and become exercisable on February 17, 2020.

7. 7,508 of these options were fully vested and exercisable at the Effective Time. The remaining options will vest and become exercisable in equal annual installments on February 16, 2020 and February 16, 2021.

8. These options will vest and become exercisable in three equal annual installments on February 13, 2020, February 13, 2021 and February 13, 2022.

Remarks:

	By: David Green, attorney-in-fact	09/19/2019
	** 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 4 (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.