HEARTLAND PAYMENT SYSTEMS INC 4

Accession 0001144354-16-000156

CIK 0001144354operating

View on SEC.gov Company Profile

Filed

Apr 25, 8:00 PM ET

Accepted

Apr 26, 7:11 PM ET

Size

42.8 KB

Accession

0001144354-16-000156

Insider Transaction Report

Form 4

Period: 2016-04-22

HEARTLAND PAYMENT SYSTEMS INCHPY

CARR ROBERT O

DirectorChairman of the Board and CEO10% Owner

Transactions

Disposition to Issuer
Common Stock, par value $0.001 per share
2016-04-22−108,487→ 0 total(indirect: By Trust)
Award
Restricted Stock Units
2016-04-22+201,738→ 201,738 total
Exp: 2024-12-19→ Common Stock (201,738 underlying)
Disposition to Issuer
Restricted Stock Units
2016-04-22−10,101→ 0 total
Exp: 2024-12-19→ Common Stock (10,101 underlying)
Disposition to Issuer
Restricted Stock Unit
2016-04-22−47,793→ 0 total
Exp: 2024-12-19→ Common Stock (47,793 underlying)
Award
Restricted Stock Units
2016-04-22+42,182→ 42,182 total
Exp: 2024-12-19→ Common Stock (42,182 underlying)
Award
Restricted Stock Units
2016-04-22+24,102→ 24,102 total
Exp: 2025-12-11→ Common Stock (24,102 underlying)
Disposition to Issuer
Restricted Stock Units
2016-04-22−24,102→ 0 total
Exp: 2025-12-11→ Common Stock (24,102 underlying)
Disposition to Issuer
Common Stock, par value $0.001 per share
2016-04-22−324,057→ 0 total
Disposition to Issuer
Restricted Stock Units
2016-04-22−201,738→ 0 total
Exp: 2024-12-19→ Common Stock (201,738 underlying)
Award
Restricted Stock Units
2016-04-22+80,636→ 80,636 total
Exp: 2023-12-06→ Common Stock (80,636 underlying)
Disposition to Issuer
Restricted Stock Units
2016-04-22−83,484→ 0 total
Exp: 2024-12-19→ Common Stock (83,484 underlying)
Award
Restricted Stock Unit
2016-04-22+47,793→ 47,793 total
Exp: 2024-12-19→ Common Stock (47,793 underlying)
Disposition to Issuer
Restricted Stock Units
2016-04-22−18,076→ 0 total
Exp: 2025-12-11→ Common Stock (18,076 underlying)
Disposition to Issuer
Restricted Stock Units
2016-04-22−80,636→ 0 total
Exp: 2023-12-06→ Common Stock (80,636 underlying)
Award
Restricted Stock Units
2016-04-22+83,484→ 83,484 total
Exp: 2024-12-19→ Common Stock (83,484 underlying)
Disposition to Issuer
Restricted Stock Units
2016-04-22−42,182→ 0 total
Exp: 2024-12-19→ Common Stock (42,182 underlying)
Disposition to Issuer
Restricted Stock Units
2016-04-22−4,779→ 0 total
Exp: 2019-12-19→ Common Stock (4,779 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 6,754 shares of Global Payments common stock and a cash payment of $583,222.15.
[F11]On December 19, 2014, the reporting person was granted a target of an aggregate of 19,117 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 47,793 performance restricted share units.
[F12]These restricted stock units were cancelled in the merger in exchange for 31,959 shares of Global Payments common stock and a cash payment of $2,546,424.63.
[F13]On December 6, 2013, the reporting person was granted a target of an aggregate of 21,091 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 42,182 performance restricted share units.
[F14]These restricted stock units were cancelled in the Merger in exchange for 28,207 shares of Global Payments common stock and a cash payment of $2,247,464.80.
[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 unit.
[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 3,195 shares of Global Payments common stock and a cash payment of $254,679.53.
[F17]On December 11, 2015, the reporting person was granted a target of an aggregate of 24,102 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 24,102 performance restricted share units.
[F18]These restricted stock units were cancelled in the Merger in exchange for 16,117 shares of Global Payments common stock and a cash payment of $1,284,155.12.
[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 12,087 shares of Global Payments common stock and a cash payment of $963,121.23.
[F3]On December 6, 2013, the reporting person was granted a target of an aggregate of 80,695 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 201,738 performance restricted share units.
[F4]These restricted stock units were cancelled in the Merger in exchange for 134,902 shares of Global Payments common stock and a cash payment of $10,748,615.86.
[F5]On December 6, 2013, the reporting person was granted a target of an aggregate of 40,318 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 80,636 performance restricted share units.
[F6]These restricted stock units were cancelled in the Merger in exchange for 53,921 shares of Global Payments common stock and a cash payment of $4,296,308.32.
[F7]On December 6, 2013, the reporting person was granted a target of an aggregate of 41,742 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 83,484 performance restricted share units.
[F8]These restricted stock units were cancelled in the Merger in exchange for 55,825 shares of Global Payments common stock and a cash payment of $4,448,084.48.
[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_146171227885170.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, 7:11 PM ET
Size: 42.8 KB

View on SEC.gov