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

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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^*

KELLY JAMES G

(Last)

(First)

(Middle)

10 GLENLAKE PARKWAY

SOUTH TOWER, SUITE 950

(Street)

ATLANTA

30328

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
EVO Payments, Inc. [ EVOP ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2021

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)
Class A Common Stock	02/28/2021		M		23,487⁽¹⁾	A	$0.00	73,010	D
Class A Common Stock	02/28/2021		D		11,090⁽²⁾	D	$25.46	61,920	D
Class C Common Stock	03/02/2021		M		10,000	D	⁽⁸⁾	171,083	D
Class A Common Stock	03/02/2021		M		10,000	A	⁽⁸⁾	71,920	D
Class A Common Stock	03/02/2021		S⁽⁵⁾		10,000	D	$25.23⁽⁹⁾	61,920	D
Class C Common Stock	03/02/2021		M		15,000	D	⁽⁷⁾	893,535	I	By James G Kelly Grantor Trust
Class A Common Stock	03/02/2021		M		15,000	A	⁽⁷⁾	15,000	I	By James G Kelly Grantor Trust
Class A Common Stock	03/02/2021		S⁽⁵⁾		15,000	D	$25.24⁽⁶⁾	0	I	By James G Kelly Grantor Trust

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)
Restricted Stock Units	⁽³⁾	02/26/2021		A		114,297		⁽³⁾	⁽³⁾	Class A Common Stock	114,297	⁽³⁾	114,297	D
Stock Options	$25.46	02/26/2021		A		287,395		⁽⁴⁾	02/26/2031	Class A Common Stock	287,395	$0.00	287,395	D
Restricted Stock Units	⁽¹⁾	02/28/2021		M			23,487	⁽¹⁾	⁽¹⁾	Class A Common Stock	23,487	$0.00	70,461	D
Units of EVO Investco, LLC	⁽⁸⁾	03/02/2021		M			10,000	⁽⁸⁾	⁽⁸⁾	Class A Common Stock	10,000	$0	171,083	D
Units of EVO Investco, LLC	⁽⁷⁾	03/02/2021		M			15,000	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	15,000	$0	893,535	I	By James G. Kelly Grantor Trust

Explanation of Responses:

1. 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.

2. Represents shares acquired by the Issuer to allow for the satisfaction of tax withholding obligations upon the vesting of RSUs on February 28, 2021.

3. 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.

4. 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.

5. The transaction was pursuant to a Rule 10b5-1 plan.

6. 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.

7. 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").

8. 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.

9. 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	03/02/2021
	** 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).
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