4//SEC Filing
GRIFFITH G SANDERS III 4
Accession 0000914062-19-000082
CIK 0000721683other
Filed
Sep 17, 8:00 PM ET
Accepted
Sep 18, 10:00 AM ET
Size
22.0 KB
Accession
0000914062-19-000082
Insider Transaction Report
Form 4
GRIFFITH G SANDERS III
Sr. EVP, Gen. Counsel, Sec.
Transactions
- Disposition to Issuer
Common Stock
2019-09-17−44,220→ 178,574 total - Award
Common Stock
2019-09-17+44,220→ 222,794 total - Disposition to Issuer
Common Stock
2019-09-17−3,135→ 175,439 total - Disposition to Issuer
Employee Stock Option (right to buy)
2019-09-17−34,301→ 0 totalExercise: $54.47Exp: 2027-02-16→ Common Stock (34,301 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2019-09-17−13,598→ 0 totalExercise: $91.93Exp: 2029-02-12→ Common Stock (13,598 underlying) - Disposition to Issuer
Common Stock
2019-09-17−175,439→ 0 total - Disposition to Issuer
Common Stock
2019-09-17−1,683→ 0 total(indirect: By Spouse) - Disposition to Issuer
Employee Stock Option (right to buy)
2008-03-31−36,734→ 0 totalExercise: $44.48Exp: 2026-02-25→ Common Stock (36,734 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2019-09-17−23,217→ 0 totalExercise: $87.08Exp: 2018-02-15→ Common Stock (23,217 underlying)
Footnotes (5)
- [F1]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.
- [F2]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 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, on the last day of the originally scheduled Company performance period.
- [F3]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 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.
- [F4]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.
- [F5]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.
Documents
Issuer
TOTAL SYSTEM SERVICES INC
CIK 0000721683
Entity typeother
Related Parties
1- filerCIK 0001128847
Filing Metadata
- Form type
- 4
- Filed
- Sep 17, 8:00 PM ET
- Accepted
- Sep 18, 10:00 AM ET
- Size
- 22.0 KB