Searchlight Capital II, L.P. 4
4 · Shift4 Payments, Inc. · Filed May 25, 2021
Insider Transaction Report
Form 4
Transactions
- Conversion
Class A Common Stock
[F1][F2]2021-05-21+82,839→ 82,839 total(indirect: See footnotes) - Other
Class B Common Stock
[F3][F2][F4]2021-05-21−82,839→ 2,724,594 total(indirect: See footnotes) - Conversion
Class C Common Stock
[F2][F5]2021-05-21−96,078→ 3,160,058 total(indirect: See footnotes) - Conversion
Class A Common Stock
[F2][F6]2021-05-21+96,078→ 178,917 total(indirect: See footnotes) - Sale
Class A Common Stock
[F7][F2]2021-05-21$89.29/sh−58,507$5,224,119→ 120,410 total(indirect: See footnote) - Sale
Class A Common Stock
[F8][F2]2021-05-21$90.16/sh−55,500$5,003,763→ 64,910 total(indirect: See footnote) - Sale
Class A Common Stock
[F9][F2]2021-05-21$91.30/sh−36,745$3,354,958→ 28,165 total(indirect: See footnote) - Sale
Class A Common Stock
[F10][F2]2021-05-21$92.58/sh−12,725$1,178,105→ 15,440 total(indirect: See footnote) - Sale
Class A Common Stock
[F11][F2]2021-05-21$93.32/sh−15,040$1,403,602→ 400 total(indirect: See footnote) - Sale
Class A Common Stock
[F2]2021-05-21$94.08/sh−400$37,634→ 0 total(indirect: See footnote) - Conversion
Class A Common Stock
[F1][F2]2021-05-24+20,646→ 20,646 total(indirect: See footnotes) - Other
Class B Common Stock
[F3][F2][F4]2021-05-24−20,646→ 2,703,948 total(indirect: See footnotes) - Conversion
Class C Common Stock
[F2][F5]2021-05-24−23,946→ 3,136,112 total(indirect: See footnotes) - Conversion
Class A Common Stock
[F2][F12]2021-05-24+23,946→ 44,592 total(indirect: See footnotes) - Sale
Class A Common Stock
[F13][F2]2021-05-24$89.57/sh−8,585$768,981→ 36,007 total(indirect: See footnotes) - Sale
Class A Common Stock
[F14][F2]2021-05-24$90.70/sh−15,766$1,429,910→ 20,241 total(indirect: See footnote) - Sale
Class A Common Stock
[F15][F2]2021-05-24$91.72/sh−6,249$573,150→ 13,992 total(indirect: See footnote) - Sale
Class A Common Stock
[F16][F2]2021-05-24$92.66/sh−13,992$1,296,471→ 0 total(indirect: See footnote) - Conversion
LLC Interests
[F17][F1][F2]2021-05-21−82,839→ 2,724,594 total(indirect: See footnotes)→ Class A Common Stock (82,839 underlying) - Conversion
LLC Interests
[F17][F1][F2]2021-05-24−20,646→ 2,703,948 total(indirect: See footnotes)→ Class A Common Stock (20,646 underlying)
Footnotes (17)
- [F1]Represents securities held of record by Searchlight II GWN, L.P.
- [F10]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $91.98 to $92.915. 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.
- [F11]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $93.04 to $94.025. 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.
- [F12]Following the conversion of shares, represents 1,942 Class A Common Stock held of record by Searchlight Capital II, L.P., 22,004 Class A Common Stock held of record by Searchlight Capital II PV, L.P. and 20,646 Class A Common Stock held of record by Searchlight II GWN, L.P.
- [F13]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $89.23 to $90.22. 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.
- [F14]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $90.235 to $91.16. 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.
- [F15]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $91.24 to $92.12. 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.
- [F16]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $92.29 to $92.94. 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.
- [F17]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.
- [F2]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.
- [F3]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.
- [F4]Securities are held of record by Searchlight Capital II, L.P.
- [F5]Following the transactions reported herein, represents 254,285 Class C Common Stock held of record by Searchlight Capital II, L.P. and 2,881,827 Class C Common Stock held directly by Searchlight Capital II PV, L.P.
- [F6]Following the conversion of shares, represents 7,790 Class A Common Stock held of record by Searchlight Capital II, L.P., 88,288 Class A Common Stock held of record by Searchlight Capital II PV, L.P. and 82,839 Class A Common Stock held of record by Searchlight II GWN, L.P.
- [F7]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $88.91 to $89.91. 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.
- [F8]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $89.915 to $90.91. 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.
- [F9]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $90.93 to $91.93. 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.