0001179110-21-002615.txt : 20210302 0001179110-21-002615.hdr.sgml : 20210302 20210302214711 ACCESSION NUMBER: 0001179110-21-002615 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210226 FILED AS OF DATE: 20210302 DATE AS OF CHANGE: 20210302 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KELLY JAMES G CENTRAL INDEX KEY: 0001226014 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38504 FILM NUMBER: 21707018 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: EVO Payments, Inc. CENTRAL INDEX KEY: 0001704596 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: TEN GLENLAKE PARKWAY STREET 2: SOUTH TOWER, SUITE 950 CITY: ATLANTA STATE: GA ZIP: 30328 BUSINESS PHONE: 5164799000 MAIL ADDRESS: STREET 1: TEN GLENLAKE PARKWAY STREET 2: SOUTH TOWER, SUITE 950 CITY: ATLANTA STATE: GA ZIP: 30328 4 1 edgar.xml FORM 4 - X0306 4 2021-02-26 0 0001704596 EVO Payments, Inc. EVOP 0001226014 KELLY JAMES G 10 GLENLAKE PARKWAY SOUTH TOWER, SUITE 950 ATLANTA GA 30328 1 1 0 0 CEO Class A Common Stock 2021-02-28 4 M 0 23487 0.00 A 73010 D Class A Common Stock 2021-02-28 4 D 0 11090 25.46 D 61920 D Class C Common Stock 2021-03-02 4 M 0 10000 D 171083 D Class A Common Stock 2021-03-02 4 M 0 10000 A 71920 D Class A Common Stock 2021-03-02 4 S 0 10000 25.23 D 61920 D Class C Common Stock 2021-03-02 4 M 0 15000 D 893535 I By James G Kelly Grantor Trust Class A Common Stock 2021-03-02 4 M 0 15000 A 15000 I By James G Kelly Grantor Trust Class A Common Stock 2021-03-02 4 S 0 15000 25.24 D 0 I By James G Kelly Grantor Trust Restricted Stock Units 2021-02-26 4 A 0 114297 A Class A Common Stock 114297 114297 D Stock Options 25.46 2021-02-26 4 A 0 287395 0.00 A 2031-02-26 Class A Common Stock 287395 287395 D Restricted Stock Units 2021-02-28 4 M 0 23487 0.00 D Class A Common Stock 23487 70461 D Units of EVO Investco, LLC 2021-03-02 4 M 0 10000 0 D Class A Common Stock 10000 171083 D Units of EVO Investco, LLC 2021-03-02 4 M 0 15000 0 D Class A Common Stock 15000 893535 I By James G. Kelly Grantor Trust Represents vesting of restricted stock units ("RSUs") granted on February 28, 2020. Each RSU converts into one share of Class A common stock, par value $0.0001 per share ("Class A Common Stock"), of EVO Payments, Inc. (the "Issuer") on a one-for-one basis. Represents shares acquired by the Issuer to allow for the satisfaction of tax withholding obligations upon the vesting of RSUs on February 28, 2021. Each RSU represents the right to acquire one share of Class A Common Stock. The RSUs will vest ratably on February 26, 2022, 2023 and 2024. Options to acquire shares of Class A Common Stock of the Issuer. The options vest and become exercisable subject to both a time-vesting and a performance-vesting condition. The time-vesting condition is satisfied in three equal annual installments on February 26, 2022, 2023 and 2024. The performance-vesting condition requires that, prior to March 18, 2026, the Issuer's twenty trading day trailing average price for its Class A Common Stock must equal or exceed 110% of the closing price of the Class A Common Stock on the grant date for a period of twenty consecutive trading days. Options only vest and become exercisable upon the satisfaction of both conditions. If the performance-vesting condition is not satisfied prior to March 18, 2026, all options will be immediately forfeited. The transaction was pursuant to a Rule 10b5-1 plan. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.96 to $25.56, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. On March 2, 2021 the James G. Kelly Grantor Trust exchanged units of EVO Investco, LLC, together with shares of Class C Common Stock, on a one-for-one basis for shares of the Issuer pursuant to an exchange agreement among the Issuer, the reporting person and certain other persons party thereto (the "Exchange Agreement"). On March 2, 2021 the reporting person exchanged units of EVO Investco, LLC, together with shares of Class C Common Stock, on a one-for-one basis for shares of Class A Common Stock of the Issuer pursuant to the Exchange Agreement. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.96 to $25.55, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. /s/ Steven J. de Groot, attorney-in-fact 2021-03-02