HEARTLAND PAYMENT SYSTEMS INC 4

Accession 0001144354-16-000152

CIK 0001144354operating

View on SEC.gov Company Profile

Filed

Apr 25, 8:00 PM ET

Accepted

Apr 26, 6:48 PM ET

Size

41.2 KB

Accession

0001144354-16-000152

Insider Transaction Report

Form 4

Period: 2016-04-22

HEARTLAND PAYMENT SYSTEMS INCHPY

Lawler Michael A

President - Strategic Markets

Transactions

Disposition to Issuer
Common Stock
2016-04-22−15,991→ 0 total
Award
Restricted Stock Units
2016-04-22+28,028→ 28,028 total
Exp: 2023-12-06→ Common Stock (28,028 underlying)
Disposition to Issuer
Restricted Stock Units
2016-04-22−28,028→ 0 total
Exp: 2023-12-06→ Common Stock (28,028 underlying)
Award
Restricted Stock Units
2016-04-22+11,582→ 11,582 total
Exp: 2023-12-06→ Common Stock (11,582 underlying)
Disposition to Issuer
Restricted Stock Units
2016-04-22−18,380→ 0 total
Exp: 2024-12-19→ Common Stock (18,380 underlying)
Award
Restricted Stock Units
2016-04-22+16,224→ 16,224 total
Exp: 2024-12-19→ Common Stock (16,224 underlying)
Disposition to Issuer
Restricted Stock Units
2016-04-22−11,206→ 0 total
Exp: 2023-12-06→ Common Stock (11,206 underlying)
Disposition to Issuer
Restricted Stock Units
2016-04-22−11,582→ 0 total
Exp: 2023-12-06→ Common Stock (11,582 underlying)
Award
Restricted Stock Units
2016-04-22+18,380→ 18,380 total
Exp: 2024-12-19→ Common Stock (18,380 underlying)
Disposition to Issuer
Restricted Stock Units
2016-04-22−1,838→ 0 total
Exp: 2024-12-19→ Common Stock (1,838 underlying)
Award
Restricted Stock Units
2016-04-22+6,026→ 6,026 total
Exp: 2025-12-11→ Common Stock (6,026 underlying)
Award
Restricted Stock Units
2016-04-22+11,206→ 11,206 total
Exp: 2023-12-06→ Common Stock (11,206 underlying)
Disposition to Issuer
Restricted Stock Units
2016-04-22−1,402→ 0 total
Exp: 2023-12-06→ Common Stock (1,402 underlying)
Disposition to Issuer
Restricted Stock Units
2016-04-22−16,224→ 0 total
Exp: 2024-12-19→ Common Stock (16,224 underlying)
Disposition to Issuer
Restricted Stock Units
2016-04-22−6,026→ 0 total
Exp: 2025-12-11→ Common Stock (6,026 underlying)
Disposition to Issuer
Restricted Stock Units
2016-04-22−4,519→ 0 total
Exp: 2025-12-11→ Common Stock (4,519 underlying)

Footnotes (20)

[F1]In connection with the acquisition (the "Merger") of Heartland Payments Systems, Inc. ("Heartland") by Global Payments Inc. ("Global Payments"), pursuant to the Agreement and Plan of Merger, dated as of December 15, 2015, by and among Heartland, Global Payments, Data Merger Sub One, Inc. and Data Merger Sub Two, LLC, on April 22, 2016, the Reporting Person received $53.28 in cash and 0.6687 of a share of Global Payments common stock for each share of Heartland common stock owned by the Reporting Person.
[F10]These restricted stock units, which provided for vesting in four equal installments beginning on December 6, 2014, were cancelled in the merger in exchange for 937 shares of Global Payments common stock and a cash payment of $74,737.81.
[F11]On December 19, 2014, the reporting person was granted a target of an aggregate of 7,352 performance restricted stock units. The performance restricted stock units vest based on the satisfaction of certain performance criteria by Heartland during the performance periods. In connection with the Merger, the performance restricted stock units were accelerated at the maximum payout, so the reporting person received an aggregate of 18,380 performance restricted share units.
[F12]These restricted stock units were cancelled in the merger in exchange for 12,290 shares of Global Payments common stock and a cash payment of $979,339.96.
[F13]On December 19, 2014, the reporting person was granted a target of an aggregate of 8,112 performance restricted stock units. The performance restricted stock units vest based on the satisfaction of certain performance criteria by Heartland during the performance periods. In connection with the Merger, the performance restricted stock units were accelerated at the maximum payout, so the reporting person received an aggregate of 16,224 performance restricted share units.
[F14]These restricted stock units were cancelled in the merger in exchange for 10,848 shares of Global Payments common stock and a cash payment of $864,489.73.
[F15]The restricted stock units vest in four equal annual installments beginning December 19, 2015. Vested shares will be delivered to the reporting person as soon as administratively practicable following the vesting of the restricted stock units.
[F16]These restricted stock units, which provided for vesting in four equal installments beginning on December 19, 2015, were cancelled in the merger in exchange for 1,229 shares of Global Payments common stock and a cash payment of $97,934.
[F17]On December 11, 2015, the reporting person was granted a target of an aggregate of 6,026 performance restricted stock units. The performance restricted stock units vest based on the satisfaction of certain performance criteria by Heartland during the performance periods. In connection with the Merger, the performance restricted stock units were accelerated at the maximum payout, so the reporting person received an aggregate of 6,026 performance restricted share units.
[F18]These restricted stock units were cancelled in the merger in exchange for 4,029 shares of Global Payments common stock and a cash payment of $321,109.75.
[F19]The restricted stock units vest in four equal annual installments beginning December 11, 2016. Vested shares will be delivered to the reporting person as soon as administratively practicable following the vesting of the restricted stock unit.
[F2]Each restricted stock unit represents a contingent right to receive one share of Heartland's common stock.
[F20]These restricted stock units, which provided for vesting in four equal installments beginning on December 11, 2016, were cancelled in the merger in exchange for 3,021 shares of Global Payments common stock and a cash payment of $240,837.20.
[F3]On December 6, 2013, the reporting person was granted a target of an aggregate of 11,211 performance restricted stock units. The performance restricted stock units vest based on the satisfaction of certain performance criteria by Heartland during the performance periods. In connection with the Merger, the performance restricted stock units were accelerated at the maximum payout, so the reporting person received an aggregate of 28,028 performance restricted share units.
[F4]These restricted stock units were cancelled in the merger in exchange for 18,742 shares of Global Payments common stock and a cash payment of $1,493,356.39
[F5]On December 6, 2013, the reporting person was granted a target of an aggregate of 5,603 performance restricted stock units. The performance restricted stock units vest based on the satisfaction of certain performance criteria by Heartland during the performance periods. In connection with the Merger, the performance restricted stock units were accelerated at the maximum payout, so the reporting person received an aggregate of 11,206 performance restricted share units.
[F6]These restricted stock units were cancelled in the merger in exchange for 7,493 shares of Global Payments common stock and a cash payment of $597,089.98.
[F7]On December 6, 2013, the reporting person was granted a target of an aggregate of 5,791 performance restricted stock units. The performance restricted stock units vest based on the satisfaction of certain performance criteria by Heartland during the performance periods. In connection with the Merger, the performance restricted stock units were accelerated at the maximum payout, so the reporting person received an aggregate of 11,582 performance restricted share units.
[F8]These restricted stock units were cancelled in the merger in exchange for 7,744 shares of Global Payments common stock and a cash payment of $617,155.97.
[F9]The restricted stock units vest in four equal annual installments beginning December 6, 2014. Vested shares will be delivered to the reporting person as soon as administratively practicable following the vesting of the restricted stock unit.

Documents

1 file

4
wf-form4_146171092028912.xmlPrimary
FORM 4

Issuer

HEARTLAND PAYMENT SYSTEMS INC

CIK 0001144354

→

Entity typeoperating

IncorporatedDE

Related Parties

filerCIK 0001144354

Filing Metadata

Form type: 4
Filed: Apr 25, 8:00 PM ET
Accepted: Apr 26, 6:48 PM ET
Size: 41.2 KB

View on SEC.gov