0000914062-19-000092.txt : 20190918 0000914062-19-000092.hdr.sgml : 20190918 20190918101048 ACCESSION NUMBER: 0000914062-19-000092 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190917 FILED AS OF DATE: 20190918 DATE AS OF CHANGE: 20190918 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Todd Paul M CENTRAL INDEX KEY: 0001612508 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10254 FILM NUMBER: 191098620 MAIL ADDRESS: STREET 1: ONE TSYS WAY STREET 2: B-4 CITY: COLUMBUS STATE: GA ZIP: 31901 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TOTAL SYSTEM SERVICES INC CENTRAL INDEX KEY: 0000721683 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 581493818 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1600 FIRST AVENUE STREET 2: P O BOX 1755 CITY: COLUMBUS STATE: GA ZIP: 31901 BUSINESS PHONE: 7066492267 MAIL ADDRESS: STREET 1: 1600 FIRST AVENUE CITY: COLUMBUS STATE: GA ZIP: 31901 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2019-09-17 1 0000721683 TOTAL SYSTEM SERVICES INC TSS 0001612508 Todd Paul M P. O. BOX 2506 COLUMBUS GA 31902-2506 0 1 0 0 Sr. EVP and CFO Common Stock 2019-09-17 4 A 0 48300 A 113940 D Common Stock 2019-09-17 4 D 0 48300 D 65640 D Common Stock 2019-09-17 4 D 0 3829 D 61811 D Common Stock 2019-09-17 4 D 0 61811 D 0 D Employee Stock Option (right to buy) 38.20 2019-09-17 4 D 0 33791 D 2025-02-26 Common Stock 33791 0 D Employee Stock Option (right to buy) 44.48 2019-09-17 4 D 0 34985 D 2026-02-25 Common Stock 34985 0 D Employee Stock Option (right to buy) 54.47 2019-09-17 4 D 0 32667 D 2027-02-16 Common Stock 32667 0 D Employee Stock Option (right to buy) 87.08 2019-09-17 4 D 0 28085 D 2028-02-15 Common Stock 28085 0 D Employee Stock Option (right to buy) 91.93 2019-09-17 4 D 0 16613 D 2029-02-12 Common Stock 16613 0 D These shares are subject to Total System Services, Inc. (the "Company") performance share awards and have been deemed to be acquired by the reporting person on September 17, 2019 (the "Effective Date"), the effective date of the acquisition of the Company by Global Payments Inc. ("Global Payments") pursuant to an Agreement and Plan of Merger, dated as of May 27, 2019 (the "Merger Agreement"), as a result of the number of shares of Company common stock subject to such performance share awards becoming fixed in accordance with the terms of the Merger Agreement. No consideration was given or received in connection with this deemed acquisition. These shares were subject to Company performance share awards which were assumed by Global Payments pursuant to the Merger Agreement, on the Effective date, and replaced with Global Payments restricted stock units with the same vesting and other terms, provided that the number of shares of Global Payments common stock subject to each new restricted stock unit award will be equal to the number of shares of Company common stock subject to the performance share award on the Effective Date, as reported in the first line of this report, multiplied by .8101, rounded to the nearest whole share, and further provided, that each such new award shall be scheduled to cliff vest, subject to the holder's continued service with Global Payments or its subsidiaries, on the last day of the originally scheduled Company performance period. These shares were subject to Company restricted stock unit awards which were assumed by Global Payments pursuant to the Merger Agreement, on the Effective date, and replaced with Global Payments restricted stock units with the same vesting and other terms, provided that the number of shares of Global Payments common stock subject to each new restricted stock unit award will be equal to the original number of shares of Company common stock subject to the restricted stock unit award multiplied by .8101, rounded to the nearest whole share. These shares were disposed of pursuant to the Merger Agreement in exchange for shares of Global Payments common stock, at a rate of .8101 shares of Global Payments common stock for each share of the Company. The closing price of Global Payments common stock on the New York Stock Exchange on the Effective Date was $163.74 per share. These options, which all provided for vesting in three annual installments beginning one year from the date of grant were assumed by Global Payments pursuant to the Merger Agreement, on the Effective date, and replaced with Global Payments options with the same vesting and other terms, provided that the number of shares of Global Payments common stock subject to each new option will be equal to the original number of shares of Company common stock subject to the option multiplied by .8101, rounded down to the nearest whole share, and the exercise price per share of each new option will be equal to the original exercise price divided by .8101, rounded up to the nearest cent. /s/ Garilou Page, Attorney-in-Fact 2019-09-18