0000899243-21-020411.txt : 20210521 0000899243-21-020411.hdr.sgml : 20210521 20210521204210 ACCESSION NUMBER: 0000899243-21-020411 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210518 FILED AS OF DATE: 20210521 DATE AS OF CHANGE: 20210521 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Searchlight Capital II, L.P. CENTRAL INDEX KEY: 0001648706 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39313 FILM NUMBER: 21950876 BUSINESS ADDRESS: STREET 1: C/O SEARCHLIGHT CAPITAL PARTNERS, L.P. STREET 2: 745 FIFTH AVENUE, 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10151 BUSINESS PHONE: 212-293-3730 MAIL ADDRESS: STREET 1: C/O SEARCHLIGHT CAPITAL PARTNERS, L.P. STREET 2: 745 FIFTH AVENUE, 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10151 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Searchlight Capital II PV, L.P. CENTRAL INDEX KEY: 0001648707 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39313 FILM NUMBER: 21950877 BUSINESS ADDRESS: STREET 1: C/O SEARCHLIGHT CAPITAL PARTNERS, L.P. STREET 2: 745 FIFTH AVENUE, 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10151 BUSINESS PHONE: 212-293-3730 MAIL ADDRESS: STREET 1: C/O SEARCHLIGHT CAPITAL PARTNERS, L.P. STREET 2: 745 FIFTH AVENUE, 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10151 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Searchlight Capital Partners II GP, LLC CENTRAL INDEX KEY: 0001735631 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39313 FILM NUMBER: 21950879 BUSINESS ADDRESS: STREET 1: 745 FIFTH AVENUE, 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10151 BUSINESS PHONE: 212-293-3730 MAIL ADDRESS: STREET 1: 745 FIFTH AVENUE, 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10151 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Searchlight II GWN GP, LLC CENTRAL INDEX KEY: 0001852081 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39313 FILM NUMBER: 21950874 BUSINESS ADDRESS: STREET 1: C/O SEARCHLIGHT CAPITAL PARTNERS, L.P.. STREET 2: 745 FIFTH AVENUE, 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10151 BUSINESS PHONE: (212) 293-3730 MAIL ADDRESS: STREET 1: C/O SEARCHLIGHT CAPITAL PARTNERS, L.P.. STREET 2: 745 FIFTH AVENUE, 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10151 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Searchlight Capital Partners II GP, L.P. CENTRAL INDEX KEY: 0001735633 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39313 FILM NUMBER: 21950878 BUSINESS ADDRESS: STREET 1: 745 FIFTH AVENUE, 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10151 BUSINESS PHONE: 212-293-3730 MAIL ADDRESS: STREET 1: 745 FIFTH AVENUE, 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10151 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Searchlight II GWN, L.P. CENTRAL INDEX KEY: 0001814069 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39313 FILM NUMBER: 21950875 BUSINESS ADDRESS: STREET 1: 745 FIFTH AVENUE STREET 2: 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10151 BUSINESS PHONE: (416) 687-6591 MAIL ADDRESS: STREET 1: 745 FIFTH AVENUE STREET 2: 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10151 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Shift4 Payments, Inc. CENTRAL INDEX KEY: 0001794669 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2202 NORTH IRVING STREET CITY: ALLENTOWN STATE: PA ZIP: 18109 BUSINESS PHONE: 888.276.2108 X1220 MAIL ADDRESS: STREET 1: 2202 NORTH IRVING STREET CITY: ALLENTOWN STATE: PA ZIP: 18109 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-05-18 0 0001794669 Shift4 Payments, Inc. FOUR 0001735631 Searchlight Capital Partners II GP, LLC 745 FIFTH AVENUE, 27TH FLOOR NEW YORK NY 10151 0 0 1 0 0001735633 Searchlight Capital Partners II GP, L.P. 745 FIFTH AVENUE, 27TH FLOOR NEW YORK NY 10151 0 0 1 0 0001648707 Searchlight Capital II PV, L.P. 745 FIFTH AVENUE, 27TH FLOOR NEW YORK NY 10151 0 0 1 0 0001648706 Searchlight Capital II, L.P. 745 FIFTH AVENUE, 27TH FLOOR NEW YORK NY 10151 0 0 1 0 0001814069 Searchlight II GWN, L.P. 745 FIFTH AVENUE, 27TH FLOOR NEW YORK NY 10151 0 0 1 0 0001852081 Searchlight II GWN GP, LLC 745 FIFTH AVENUE, 27TH FLOOR NEW YORK NY 10151 0 0 1 0 Class A Common Stock 2021-05-18 4 C 0 34520 0.00 A 34520 I See footnotes Class B Common Stock 2021-05-18 4 J 0 34520 0.00 D 2882337 I See footnotes Class C Common Stock 2021-05-18 4 C 0 40037 0.00 D 3343010 I See footnotes Class A Common Stock 2021-05-18 4 C 0 40037 0.00 A 74557 I See footnotes Class A Common Stock 2021-05-18 4 S 0 3200 85.7338 D 71357 I See footnote Class A Common Stock 2021-05-18 4 S 0 1101 86.9981 D 70256 I See footnote Class A Common Stock 2021-05-18 4 S 0 30778 88.0778 D 39478 I See footnote Class A Common Stock 2021-05-18 4 S 0 17776 88.8816 D 21702 I See footnote Class A Common Stock 2021-05-18 4 S 0 12800 89.8396 D 8902 I See footnote Class A Common Stock 2021-05-18 4 S 0 7400 90.8792 D 1502 I See footnote Class A Common Stock 2021-05-18 4 S 0 1502 91.6436 D 0 I See footnote Class A Common Stock 2021-05-19 4 C 0 32708 0.00 A 32708 I See footnotes Class B Common Stock 2021-05-19 4 J 0 32708 0.00 D 2849629 I See footnotes Class C Common Stock 2021-05-19 4 C 0 37935 0.00 D 3305075 I See footnotes Class A Common Stock 2021-05-19 4 C 0 37935 0.00 A 70643 I See footnotes Class A Common Stock 2021-05-19 4 S 0 2064 84.5386 D 68579 I See footnote Class A Common Stock 2021-05-19 4 S 0 39372 85.9874 D 29207 I See footnote Class A Common Stock 2021-05-19 4 S 0 14434 86.7783 D 14773 I See footnote Class A Common Stock 2021-05-19 4 S 0 14773 87.8788 D 0 I See footnote Class A Common Stock 2021-05-20 4 C 0 42196 0.00 A 42196 I See footnotes Class B Common Stock 2021-05-20 4 J 0 42196 0.00 D 2807433 I See footnotes Class C Common Stock 2021-05-20 4 C 0 48939 0.00 D 3256136 I See footnotes Class A Common Stock 2021-05-20 4 C 0 48939 0.00 A 91135 I See footnotes Class A Common Stock 2021-05-20 4 S 0 25843 89.7539 D 65292 I See footnote Class A Common Stock 2021-05-20 4 S 0 31066 90.3569 D 34226 I See footnote Class A Common Stock 2021-05-20 4 S 0 34226 91.5532 D 0 I See footnote LLC Interests 2021-05-18 4 C 0 34520 0.00 D Class A Common Stock 34520 2882337 I See footnotes LLC Interests 2021-05-19 4 C 0 32708 0.00 D Class A Common Stock 32708 2849629 I See footnotes LLC Interests 2021-05-20 4 C 0 42196 0.00 D Class A Common Stock 42196 2807433 I See footnotes Represents securities held of record by Searchlight II GWN, L.P. Searchlight II GWN GP, LLC is the general partner of Searchlight II GWN, L.P. and may be deemed to share beneficial ownership over the securities held of record by Searchlight II GWN, L.P. Searchlight Capital Partners II GP, LLC is the general partner of Searchlight Capital Partners II GP, LP, which is the general partner of Searchlight Capital II PV, L.P., Searchlight Capital II, L.P. and the members of Searchlight II GWN GP, LLC. As such, each of Searchlight Capital Partners II GP, LLC and Searchlight Capital Partners II GP, LP may be deemed to share beneficial ownership over the securities held of record by each of Searchlight Capital II PV, L.P., Searchlight Capital II, L.P. and Searchlight II GWN, L.P. Reflects the cancellation for no consideration of Class B Common Stock in connection with the conversion of the LLC Interests in to Class A Common Stock. Securities are held of record by Searchlight Capital II, L.P. Following the transactions reported herein, represents 264,017 Class C Common Stock held of record by Searchlight Capital II, L.P. and 2,992,119 Class C Common Stock held directly by Searchlight Capital II PV, L.P. Following the conversion of shares, represents 3,246 Class A Common Stock held of record by Searchlight Capital II, L.P., 36,791 Class A Common Stock held of record by Searchlight Capital II PV, L.P. and 34,520 Class A Common Stock held of record by Searchlight II GWN, L.P. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $85.26 to $86.1725. The reporting persons undertake to provide 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 range set forth in this footnote. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $86.345 to $87.34. The reporting persons undertake to provide 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 range set forth in this footnote. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $87.39 to $88.385. The reporting persons undertake to provide 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 range set forth in this footnote. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $88.40 to $89.38. The reporting persons undertake to provide 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 range set forth in this footnote. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $89.41 to $90.40. The reporting persons undertake to provide 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 range set forth in this footnote. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $90.47 to $91.41. The reporting persons undertake to provide 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 range set forth in this footnote. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $91.49 to $91.825. The reporting persons undertake to provide 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 range set forth in this footnote. Following the conversion of shares, represents 3,076 Class A Common Stock held of record by Searchlight Capital II, L.P., 34,859 Class A Common Stock held of record by Searchlight Capital II PV, L.P. and 32,708 Class A Common Stock held of record by Searchlight II GWN, L.P. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $84.155 to $85.08. The reporting persons undertake to provide 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 range set forth in this footnote. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $85.31 to $86.30. The reporting persons undertake to provide 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 range set forth in this footnote. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $86.325 to $87.31. The reporting persons undertake to provide 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 range set forth in this footnote. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $87.34 to $88.29. The reporting persons undertake to provide 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 range set forth in this footnote. Following the conversion of shares, represents 3,968 Class A Common Stock held of record by Searchlight Capital II, L.P., 44,971 Class A Common Stock held of record by Searchlight Capital II PV, L.P. and 42,196 Class A Common Stock held of record by Searchlight II GWN, L.P. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $89.03 to $90.03. The reporting persons undertake to provide 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 range set forth in this footnote. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $90.04 to $91.04. The reporting persons undertake to provide 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 range set forth in this footnote. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $91.045 to $91.91. The reporting persons undertake to provide 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 range set forth in this footnote. The LLC Interests may be redeemed by Searchlight II GWN, L.P. at any time for shares of the Issuer's Class A Common Stock on a 1-to-1 basis. The 05/18/2021 transactions reported on this Form 4 are being filed late due to inadvertent administrative error. Searchlight Capital Partners II GP, LLC, By: /s/ Andrew Frey, authorized person 2021-05-21 Searchlight Capital Partners II GP, LP, By: Searchlight Capital Partners II GP, LLC , its general partner, By: /s/ Andrew Frey, authorized person 2021-05-21 Searchlight Capital II PV, L.P., By: Searchlight Capital Partners II GP, LP, its general partner, By: Searchlight Capital Partners II GP LLC, its general partner, By: /s/ Andrew Frey, authorized person 2021-05-21 Searchlight Capital II, L.P., By: Searchlight Capital Partners II GP, LP, its general partner, By: Searchlight Capital Partners II GP, LLC, its general partner, By: /s/ Andrew Frey, authorized person 2021-05-21 Searchlight II GWN, L.P., By: Searchlight II GWN GP, LLC, its general partner, By: /s/ Andrew Frey, authorized person 2021-05-21 Searchlight II GWN GP, LLC, By: /s/ Andrew Frey, authorized person 2021-05-21