HEARTLAND PAYMENT SYSTEMS INC 4

Accession 0001144354-16-000166

CIK 0001144354operating

View on SEC.gov Company Profile

Filed

Apr 25, 8:00 PM ET

Accepted

Apr 26, 9:20 PM ET

Size

50.3 KB

Accession

0001144354-16-000166

Insider Transaction Report

Form 4

Period: 2016-04-22

HEARTLAND PAYMENT SYSTEMS INCHPY

BALDWIN ROBERT H B JR

President and CFO

Transactions

Award
Restricted Stock Units
2016-04-22+1,808→ 1,808 total
Exp: 2025-12-11→ Common Stock (1,808 underlying)
Disposition to Issuer
Restricted Stock Units
2016-04-22−1,808→ 0 total
Exp: 2025-12-11→ Common Stock (1,808 underlying)
Disposition to Issuer
Common Stock, par value $0.001 per share
2016-04-22−500,437→ 0 total
Award
Restricted Stock Units
2016-04-22+6,950→ 6,950 total
Exp: 2023-12-06→ Common Stock (6,950 underlying)
Award
Restricted Stock Units
2016-04-22+5,513→ 5,513 total
Exp: 2024-12-19→ Common Stock (5,513 underlying)
Award
Restricted Stock Units
2016-04-22+6,724→ 6,724 total
Exp: 2023-12-06→ Common Stock (6,724 underlying)
Disposition to Issuer
Restricted Stock Unit
2016-04-22−1,682→ 0 total
Exp: 2023-12-06→ Common Stock (1,682 underlying)
Disposition to Issuer
Restricted Stock Units
2016-04-22−4,866→ 0 total
Exp: 2024-12-19→ Common Stock (4,866 underlying)
Gift
Common Stock, par value $0.001 per share
2016-04-18−13,519→ 505,418 total
Gift
Common Stock, par value $0.001 per share
2016-04-21−3,781→ 500,437 total
Disposition to Issuer
Restricted Stock Units
2016-04-22−2,263→ 0 total
Exp: 2017-12-10→ Common Stock (2,263 underlying)
Disposition to Issuer
Restricted Stock Units
2016-04-22−16,815→ 0 total
Exp: 2023-12-06→ Common Stock (16,815 underlying)
Disposition to Issuer
Restricted Stock Units
2016-04-22−6,724→ 0 total
Exp: 2023-12-06→ Common Stock (6,724 underlying)
Disposition to Issuer
Restricted Stock Units
2016-04-22−6,950→ 0 total
Exp: 2023-12-06→ Common Stock (6,950 underlying)
Disposition to Issuer
Restricted Stock Units
2016-04-22−5,513→ 0 total
Exp: 2024-12-19→ Common Stock (5,513 underlying)
Award
Restricted Stock Units
2016-04-22+4,866→ 4,866 total
Exp: 2024-12-19→ Common Stock (4,866 underlying)
Disposition to Issuer
Restricted Stock Units
2016-04-22−827→ 0 total
Exp: 2024-12-19→ Common Stock (827 underlying)
Gift
Common Stock, par value $0.001 per share
2016-04-18−1,200→ 504,218 total
Disposition to Issuer
Common Stock
2016-04-22−30,442→ 0 total(indirect: By Trust)
Award
Restricted Stock Units
2016-04-22+16,815→ 16,815 total
Exp: 2023-12-06→ Common Stock (16,815 underlying)
Disposition to Issuer
Restricted Stock Units
2016-04-22−1,808→ 0 total
Exp: 2025-12-11→ Common Stock (1,808 underlying)

Footnotes (23)

[F1]In connection with the acquisition (the "Acquisition") 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]On December 6, 2013, the reporting person was granted a target of an aggregate of 3,475 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 Acquisition, the performance restricted stock units were accelerated at the maximum payout, so the reporting person received an aggregate of 6,950 performance restricted share units.
[F11]These restricted stock units were cancelled in the merger in exchange for 4,647 shares of Global Payments common stock and a cash payment of $370,331.27.
[F12]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.
[F13]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 1,124 shares of Global Payments common stock and a cash payment of $89,674.11.
[F14]On December 19, 2014, the reporting person was granted a target of an aggregate of 2,205 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 Acquisition, the performance restricted stock units were accelerated at the maximum payout, so the reporting person received an aggregate of 5,513 performance restricted share units.
[F15]These restricted stock units were cancelled in the merger in exchange for 3,686 shares of Global Payments common stock and a cash payment of $293,773.84.
[F16]On December 19, 2014, the reporting person was granted a target of an aggregate of 2,433 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 Acquisition, the performance restricted stock units were accelerated at the maximum payout, so the reporting person received an aggregate of 4,866 performance restricted share units.
[F17]These restricted stock units were cancelled in the merger in exchange for 3,253 shares of Global Payments common stock and a cash payment of $259,328.31.
[F18]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.
[F19]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 553 shares of Global Payments common stock and a cash payment of $44,063.69.
[F2]The reporting person is the indirect beneficial owner of 30,442 shares of the Issuer held by the Robert H.B Baldwin, Jr. Trust U/A/D June 30, 2004 (the "Trust"). The reporting person disclaims beneficial ownership of the securities held in the Trust, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
[F20]On December 1, 2015, the reporting person was granted a target of an aggregate of 1,808 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 Acquisition, the performance restricted stock units were accelerated at the target payout, so the reporting person received an aggregate of 1,808 performance restricted share units.
[F21]These restricted stock units were cancelled in the merger in exchange for 1,209 shares of Global Payments common stock and a cash payment of $96,330.97.
[F22]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 units.
[F23]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 1,209 shares of Global Payments common stock and a cash payment of $96,330.97.
[F3]Each restricted stock unit represents a contingent right to receive one share of Heartland's common stock.
[F4]The restricted stock units vest in four equal annual installments beginning December 10, 2013. Vested shares will be delivered to the reporting person as soon as administratively practicable following the vesting of the restricted stock units.
[F5]These restricted stock units, which provided for vesting in four equal installments beginning on December 10, 2013, was cancelled in the merger in exchange for 1,513 shares of Global Payments common stock and a cash payment of $120,592.98.
[F6]On December 6, 2013, the reporting person was granted a target of an aggregate of 6,726 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 Acquisition, the performance restricted stock units were accelerated at the maximum payout, so the reporting person received an aggregate of 16,815 performance restricted share units.
[F7]These restricted stock units were cancelled in the merger in exchange for 11,244 shares of Global Payments common stock and a cash payment of $859,917.65.
[F8]On December 6, 2013, the reporting person was granted a target of an aggregate of 3,362 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 Acquisition, the performance restricted stock units were accelerated at the maximum payout, so the reporting person received an aggregate of 6,724 performance restricted share units.
[F9]These restricted stock units were cancelled in the merger in exchange for 4,496 shares of Global Payments common stock and a cash payment of $358,280.42.

Documents

1 file

4
wf-form4_146172001879891.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, 9:20 PM ET
Size: 50.3 KB

View on SEC.gov