4//SEC Filing
New Omaha Holdings L.P. 4
Accession 0001140361-19-013651
CIK 0000883980other
Filed
Jul 28, 8:00 PM ET
Accepted
Jul 29, 5:43 PM ET
Size
18.3 KB
Accession
0001140361-19-013651
Insider Transaction Report
Form 4
KKR Associates 2006 LP
10% Owner
Transactions
- Other
Class B Common Stock
2019-07-29−364,441,146→ 0 total(indirect: See Footnotes)→ Class A Common Stock (364,441,146 underlying) - Disposition to Issuer
Units in Director Deferred Compensation Plan
2019-07-29−31,425.11→ 0 total→ Class A Common Stock (31,425.11 underlying)
KKR 2006 GP LLC
10% Owner
Transactions
- Other
Class B Common Stock
2019-07-29−364,441,146→ 0 total(indirect: See Footnotes)→ Class A Common Stock (364,441,146 underlying) - Disposition to Issuer
Units in Director Deferred Compensation Plan
2019-07-29−31,425.11→ 0 total→ Class A Common Stock (31,425.11 underlying)
New Omaha Holdings L.P.
10% Owner
Transactions
- Other
Class B Common Stock
2019-07-29−364,441,146→ 0 total(indirect: See Footnotes)→ Class A Common Stock (364,441,146 underlying) - Disposition to Issuer
Units in Director Deferred Compensation Plan
2019-07-29−31,425.11→ 0 total→ Class A Common Stock (31,425.11 underlying)
New Omaha Holdings LLC
10% Owner
Transactions
- Other
Class B Common Stock
2019-07-29−364,441,146→ 0 total(indirect: See Footnotes)→ Class A Common Stock (364,441,146 underlying) - Disposition to Issuer
Units in Director Deferred Compensation Plan
2019-07-29−31,425.11→ 0 total→ Class A Common Stock (31,425.11 underlying)
KKR 2006 Fund L.P.
10% Owner
Transactions
- Other
Class B Common Stock
2019-07-29−364,441,146→ 0 total(indirect: See Footnotes)→ Class A Common Stock (364,441,146 underlying) - Disposition to Issuer
Units in Director Deferred Compensation Plan
2019-07-29−31,425.11→ 0 total→ Class A Common Stock (31,425.11 underlying)
Footnotes (8)
- [F1]Shares of Class B common stock ("Class B Common Stock") of First Data Corporation (the "Issuer") were convertible into shares of Class A common stock of the Issuer ("Class A Common Stock") on a one-for-one basis at any time at the option of the holder with the prior consent of the Issuer, upon the election of the holders of a majority of the then-outstanding shares of Class B Common Stock, automatically upon any transfer, with certain exceptions, and upon certain other events.
- [F2]On July 29, 2019, Fiserv, Inc. ("Fiserv") and 300 Holdings, Inc. ("Merger Sub"), a wholly owned subsidiary of Fiserv, acquired the Issuer pursuant to that certain Agreement and Plan of Merger between the Issuer, Fiserv and Merger Sub, dated as of January 16, 2019 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation and an indirect wholly-owned subsidiary of Fiserv (the "Merger"). Pursuant to the Merger Agreement, on July 29, 2019, the effective date of the Merger, each share of Issuer common stock converted into the right to receive 0.303 of a share of common stock, par value $0.01 per share, of Fiserv.
- [F3]Shares of Class B Common Stock were held by New Omaha Holdings L.P.
- [F4]New Omaha Holdings LLC is the general partner of New Omaha Holdings L.P. KKR 2006 Fund L.P. is the sole member of New Omaha Holdings LLC. KKR Associates 2006 L.P. is the general partner of KKR 2006 Fund L.P. KKR 2006 GP LLC is the general partner of KKR Associates 2006 L.P. KKR Fund Holdings L.P. is the designated member of KKR 2006 GP LLC. KKR Fund Holdings GP Limited is a general partner of KKR Fund Holdings L.P. KKR Group Holdings Corp. is a general partner of KKR Fund Holdings L.P. and the sole shareholder of KKR Fund Holdings GP Limited. KKR & Co. Inc. is the sole shareholder of KKR Group Holdings Corp. KKR Management LLC is the Class B common stockholder of KKR & Co. Inc. Messrs. Henry R. Kravis and George R. Roberts are the designated members of KKR Management LLC.
- [F5]Immediately prior to the Merger, each of the Reporting Persons may have been deemed to have been the beneficial owner of all or a portion of the securities reported herein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are or were the beneficial owners of any securities reported herein, and the Reporting Persons disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.
- [F6]Each unit represented the economic equivalent of one share of Class A Common Stock. The units became payable in cash upon the Reporting Person's termination of service as a director.
- [F7]Pursuant to the terms of the Issuer's 2008 Non-Employee Director Deferred Compensation Plan, each unit will be paid out in cash equal to the closing price of one share of the Issuer's Class A Common Stock on the day prior to the effective time of the Merger.
- [F8]Held directly by Mr. Kravis in connection with director compensation earned in connection with Mr. Kravis's service on the Issuer's board of directors.
Documents
Issuer
FIRST DATA CORP
CIK 0000883980
Entity typeother
Related Parties
1- filerCIK 0001654991
Filing Metadata
- Form type
- 4
- Filed
- Jul 28, 8:00 PM ET
- Accepted
- Jul 29, 5:43 PM ET
- Size
- 18.3 KB