4/A//SEC Filing
Isaacman Jared 4/A
Accession 0000950170-24-105143
CIK 0001794669other
Filed
Sep 9, 8:00 PM ET
Accepted
Sep 10, 4:15 PM ET
Size
25.4 KB
Accession
0000950170-24-105143
Insider Transaction Report
Form 4/AAmended
Isaacman Jared
DirectorExecutive Chairman10% Owner
Transactions
- Other
Class A Common Stock
2024-06-28−1,978,981→ 0 total(indirect: See footnotes) - Other
Class B Common Stock
2024-06-28−2,051,874→ 19,798,161 total(indirect: See footnotes) - Other
Forward Sale Contract (obligation to sell)
2024-06-28−1,978,981→ 0 total(indirect: See footnote)→ Class A Common Stock (1,978,981 underlying) - Conversion
LLC Interests
2024-06-28−1,978,981→ 21,850,035 total(indirect: See footnote)→ Class A Common Stock (1,978,981 underlying) - Other
Forward Sale Contract (obligation to sell)
2024-06-28−2,051,874→ 0 total(indirect: See footnote)→ Class A Common Stock (2,051,874 underlying) - Other
Class B Common Stock
2024-06-28−1,978,981→ 21,850,035 total(indirect: See footnotes) - Other
Class A Common Stock
2024-06-28−2,051,874→ 0 total(indirect: See footnotes) - Conversion
Class A Common Stock
2024-06-28+1,978,981→ 1,978,981 total(indirect: See footnotes) - Conversion
Class A Common Stock
2024-06-28+2,051,874→ 2,051,874 total(indirect: See footnotes) - Conversion
LLC Interests
2024-06-28−2,051,874→ 19,798,161 total(indirect: See footnote)→ Class A Common Stock (2,051,874 underlying)
Footnotes (6)
- [F1]Represents securities held of record by Rook SPV 2, LLC ("Rook SPV").
- [F2]Rook SPV is a wholly owned subsidiary of Rook Holdings Inc. Mr. Isaacman is the sole stockholder of Rook Holdings Inc. and therefore may be deemed to beneficially own the securities held of record by Rook SPV and Rook Holdings Inc.
- [F3]Reflects the cancellation for no consideration of Shift4 Payments, Inc.'s Class B common stock (the "Class B Common Stock") in connection with the conversion of the common units of Shift4 Payments, LLC (the "LLC Interests") into Shift4 Payments, Inc.'s Class A common stock (the "Class A Common Stock").
- [F4]From June 28, 2024 to September 9, 2024 (the "T-1 Settlement Period"), Rook SPV physically settled one of the Transactions with the Counterparty, relating to 2,178,984 shares of Class A Common Stock in accordance with the Transaction terms previously agreed upon as of September 7, 2021 and previously reported on September 8, 2021. In connection with such settlement, Rook SPV redeemed 1,978,981 shares of Class B Common Stock and LLC Interests for shares of Class A Common Stock and delivered such shares during the T-1 Settlement Period and Rook SPV retained the 200,003 remaining shares of Class B Common Stock and LLC Interests that were previously pledged to Counterparty.
- [F5]From June 28, 2024 to September 9, 2024 (the "T-2 Settlement Period"), Rook SPV physically settled one of the Transactions with the Counterparty, relating to 2,259,247 shares of Class A Common Stock in accordance with the Transaction terms previously agreed upon as of September 7, 2021 and previously reported on September 8, 2021. In connection with such settlement, Rook SPV redeemed 2,051,874 shares of Class B Common Stock and LLC Interests for shares of Class A Common Stock and delivered such shares during the T-2 Settlement Period and Rook SPV retained the 207,373 remaining number of shares of Class B Common Stock and LLC Interests that were previously pledged to Counterparty.
- [F6]The LLC Interests generally may be redeemed by Rook SPV at any time for shares of the Class A Common Stock on a 1-to-1 basis. Upon redemption of any LLC Interests, a corresponding number of shares of Class B Common Stock will be cancelled for no consideration.
Documents
Issuer
Shift4 Payments, Inc.
CIK 0001794669
Entity typeother
Related Parties
1- filerCIK 0001805608
Filing Metadata
- Form type
- 4/A
- Filed
- Sep 9, 8:00 PM ET
- Accepted
- Sep 10, 4:15 PM ET
- Size
- 25.4 KB