0001533932-19-000165.txt : 20190731 0001533932-19-000165.hdr.sgml : 20190731 20190731161111 ACCESSION NUMBER: 0001533932-19-000165 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190731 FILED AS OF DATE: 20190731 DATE AS OF CHANGE: 20190731 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Happach Shane CENTRAL INDEX KEY: 0001728968 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35462 FILM NUMBER: 19988845 MAIL ADDRESS: STREET 1: C/O WORLDPAY, INC. STREET 2: 25 WALBROOK CITY: LONDON STATE: X0 ZIP: EC4N8AF ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Worldpay, Inc. CENTRAL INDEX KEY: 0001533932 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 264532998 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 8500 GOVERNOR'S HILL DRIVE CITY: SYMMES TOWNSHIP STATE: OH ZIP: 45249 BUSINESS PHONE: 513-900-5250 MAIL ADDRESS: STREET 1: 8500 GOVERNOR'S HILL DRIVE CITY: SYMMES TOWNSHIP STATE: OH ZIP: 45249 FORMER COMPANY: FORMER CONFORMED NAME: Vantiv, Inc. DATE OF NAME CHANGE: 20111031 4 1 wf-form4_156460385491781.xml FORM 4 X0306 4 2019-07-31 1 0001533932 Worldpay, Inc. WP 0001728968 Happach Shane C/O WORLDPAY, INC. 25 WALBROOK LONDON X0 EC4N8AF UNITED KINGDOM 0 1 0 0 Exec. VP, Global eCommerce Class A Common Stock 2019-07-31 4 D 0 12796 0 D 0 D Class A Common Stock 2019-07-31 4 D 0 3984 0 D 0 I Held by a Trust Employee Stock Option (right to buy) 82.07 2019-07-31 4 D 0 31685 0 D 2028-03-02 Class A Common Stock 31685.0 0 I By The Athena Trust Employee Stock Option (right to buy) 82.07 2019-07-31 4 D 0 10561 0 D Class A Common Stock 10561.0 0 I By The Athena Trust Employee Stock Option (right to buy) 97.72 2019-07-31 4 D 0 26068 0 D 2029-03-01 Class A Common Stock 26068.0 0 D Includes 7,799 restricted stock units. These shares of Class A common stock were disposed of pursuant to a merger agreement between the issuer and Fidelity National Information Services, Inc. ("FIS"). Upon the closing of the merger, the shares were converted into shares of FIS common stock pursuant to an exchange ratio that is designed to maintain the intrinsic value of the shares immediately prior to the closing of the merger. This option, which provided for vesting in three equal annual installments beginning March 2, 2019 and expires on March 2, 2028, was assumed by FIS in the merger and converted into an FIS option to purchase FIS shares of common stock on the same vesting schedule applicable to the original award pursuant to an exchange ratio designed to maintain the intrinsic value of the award immediately prior to the closing of the merger (the "Equity Award Exchange Ratio"). This option, which provided for vesting in three equal annual installments beginning March 1, 2020, was assumed by FIS in the merger and converted into an FIS option to purchase FIS shares of common stock on the same vesting schedule applicable to the original award pursuant to the Equity Award Exchange Ratio. /s/ Bryan A. Jacobs, attorney-in-fact for Shane Happach 2019-07-31 EX-24 2 shanehappachpowerofattorney.htm POWER OF ATTORNEY-SHANE HAPPACH

POWER OF ATTORNEY

    KNOW ALL BY THESE PRESENTS, that in connection with the Closing of the
pending transaction between Vantiv, Inc. and Worldpay Group PLC (the "Combined
Company"), the undersigned hereby constitutes and appoints each of Nelson F. Greene, Jared M.
Warner, and Bryan A. Jacobs, signing singly, the undersigned's true and lawful attorney-in-fact
to:

(1)     to apply for electronic access codes with the Securities and Exchange
Commission on my behalf;

(2)    to execute for and on behalf of the undersigned, in the undersigned's capacity as
an officer and/or director of the Combined Company, Forms 3, 4, and 5 in
accordance with Section 16(a) of the Securities Exchange Act of 1934 and the
rules thereunder;

(3)     do and perform any and all acts for and on behalf of the undersigned which may
be necessary or desirable to complete and execute any such Form 3, 4, or 5 and
timely file such form with the United States Securities and Exchange
Commission and any stock exchange or similar authority; and

(4)     take any other action of any type whatsoever in connection with the foregoing
which, in the opinion of such attorney-in-fact, may be of benefit to, in the best
interest of, or legally required by, the undersigned, it being understood that the
documents executed by such attorney-in-fact on behalf of the undersigned
pursuant to this Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in such attorney-in-
fact's discretion.

    The undersigned hereby grants to each such attorney-in-fact full power and authority to
do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done
in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes
as the undersigned might or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-
fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of
attorney and the rights and powers herein granted.  The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not
assuming, nor is the Combined Company assuming, any of the undersigned's responsibilities to
comply with Section 16 of the Securities Exchange Act of 1934.

    This Power of Attorney shall remain in full force and effect until the undersigned is no
longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and
transactions in securities issued by the Combined Company, unless earlier revoked by the
undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

    IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 8th day of January, 2018.


                         By:   /s/ Shane Happach
                            Name:   Shane Happach