4//SEC Filing
DOMBALAGIAN VAHE A 4
Accession 0000899243-19-028964
CIK 0001704596other
Filed
Dec 10, 7:00 PM ET
Accepted
Dec 11, 6:45 PM ET
Size
28.6 KB
Accession
0000899243-19-028964
Insider Transaction Report
Form 4
DOMBALAGIAN VAHE A
Director10% Owner
Transactions
- Other
Class D Common Stock, par value $0.0001 per share
2019-12-09−652,668→ 59,554 total(indirect: See Footnotes) - Disposition to Issuer
Class D Common Stock, par value $0.0001 per share
2019-12-09−3,313,188→ 302,344 total(indirect: See Footnotes) - Disposition to Issuer
Class D Common Stock, par value $0.0001 per share
2019-12-09−652,668→ 0 total(indirect: See Footnotes) - Disposition to Issuer
Units of EVO Investco, LLC
2019-12-09$27.36/sh−34,144$934,009→ 3,113 total(indirect: See Footnotes)→ Class A Common Stock, $0.0001 par value (34,144 underlying) - Disposition to Issuer
Class D Common Stock, par value $0.0001 per share
2019-12-09−34,144→ 3,113 total(indirect: See Footnotes) - Disposition to Issuer
Units of EVO Investco, LLC
2019-12-09$27.36/sh−3,313,188$90,632,258→ 302,344 total(indirect: See Footnotes)→ Class A Common Stock, $0.0001 par value (3,313,188 underlying) - Other
Units of EVO Investco, LLC
2019-12-09−652,668→ 59,554 total(indirect: See Footnotes)→ Class A Common Stock, $0.0001 par value (652,668 underlying) - Disposition to Issuer
Units of EVO Investco, LLC
2019-12-09$27.36/sh−652,668$17,853,733→ 0 total(indirect: See Footnotes)→ Class A Common Stock, $0.0001 par value (652,668 underlying)
Holdings
- 652,500(indirect: See Footnotes)
Class D Common Stock, par value $0.0001 per share
- 3,346,467(indirect: See Footnotes)
Class D Common Stock, par value $0.0001 per share
- 3,346,467(indirect: See Footnotes)
Units of EVO Investco, LLC
→ Class A Common Stock, $0.0001 par value (3,346,467 underlying)
Footnotes (14)
- [F1]Reflects the cancellation for no consideration of Class D Common Stock in connection with the sale and transfer of a corresponding number of units of EVO Investco, LLC ("EVO LLC") to EVO Payments, Inc. (the "Issuer"), pursuant to an Exchange Agreement among the Issuer and certain of the reporting persons (the "Exchange Agreement").
- [F10]Reflects the sale of units of EVO LLC to the Issuer pursuant to the Exchange Agreement and in accordance with the Registration Rights Agreement among the Issuer and the stockholders party thereto, including the reporting persons.
- [F11]Reflects the transfer of units by Blocker to the Issuer upon the Issuer's exercise of a related call option purchased from MDCP VI-C, for an aggregate price of $27.355, representing the price per unit of the call option and the exercise price thereunder.
- [F12]MDCP VI-B may be deemed to share beneficial ownership of the securities held by MDCP Cardservices, as its controlling member. Madison Dearborn Partners VI-B, L.P. ("MDP VI-B") may be deemed to share beneficial ownership of the securities held by MDCP VI-B, MDCP Exec VI-B and Splitter, as each of their general partners. MDCP VI-C may be deemed to share beneficial ownership of the securities held by Splitter to the extent of its pecuniary interest therein by virtue of the rights granted with respect to the disposition of such securities under the Exchange Agreement and the call option issued by Blocker. Blocker may be deemed to share beneficial ownership of the securities held by Splitter to the extent of its pecuniary interest therein by virtue of the rights granted with respect to the disposition of such securities under the call option.
- [F13](Continued from Footnote (12)) Madison Dearborn Partners VI-A&C, L.P. ("MDP VI-A&C"), as the general partner of MDCP VI-C, may be deemed the beneficial owner of the securities beneficially owned by MDCP VI-C. Madison Dearborn Partners, LLC ("MDP LLC"), as the general partner of each of MDP VI-B and MDP VI-A&C may be deemed to share beneficial ownership of the reported securities. As the sole members of the limited partner committees of MDP VI-B and MDP VI-A&C, which have the power, acting by unanimous vote, to vote or dispose of the securities beneficially owned by MDP VI-B and MDP VI-A&C, respectively, Paul J. Finnegan and Samuel M. Mencoff may be deemed to have shared voting and investment power over such securities.
- [F14]Mr. Vahe A. Dombalagian is a Managing Director of MDP LLC and maybe deemed to share beneficial ownership of the reported securities. Mr. Dombalagian disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. The record and other beneficial owners of the reported securities have separately filed Form 4's reporting these transactions.
- [F2]Reflects the pro rata distribution for no consideration of these securities by MDCP VI-C Cardservices Splitter, L.P. ("Splitter") to MDCP VI-C Cardservices Blocker Corp. ("Blocker").
- [F3]These securities are held of record by Madison Dearborn Capital Partners VI-B, L.P. ("MDCP VI-B").
- [F4]These securities are held of record by Madison Dearborn Capital Partners VI Executive-B, L.P. ("MDCP Exec VI-B").
- [F5]These securities are held of record by Splitter.
- [F6]Following the disposition of these securities to the Issuer, Blocker does not own any securities of record but is the indirect beneficial owner of the securities owned of record by Splitter as described in Footnote (12).
- [F7]These securities are held of record by Madison Dearborn Capital Partners VI-C, L.P. ("MDCP VI-C").
- [F8]These securities are held of record by MDCP Cardservices, LLC ("MDCP Cardservices").
- [F9]Units of EVO LLC are exchangeable, together with an equal number of shares of Class D common stock of the Issuer, on a one-for-one basis for shares of Class A common stock of the Issuer pursuant to the Exchange Agreement.
Documents
Issuer
EVO Payments, Inc.
CIK 0001704596
Entity typeother
Related Parties
1- filerCIK 0001246235
Filing Metadata
- Form type
- 4
- Filed
- Dec 10, 7:00 PM ET
- Accepted
- Dec 11, 6:45 PM ET
- Size
- 28.6 KB