4//SEC Filing
Neborak Michael K 4
Accession 0001209191-19-043546
CIK 0000883980other
Filed
Jul 28, 8:00 PM ET
Accepted
Jul 29, 5:19 PM ET
Size
25.7 KB
Accession
0001209191-19-043546
Insider Transaction Report
Form 4
Neborak Michael K
See Remarks
Transactions
- Disposition to Issuer
Class A Common Stock
2019-07-29−2,300→ 0 total(indirect: By daughter) - Disposition to Issuer
Class B Common Stock
2019-07-29−197,259→ 0 total→ Class A Common Stock (197,259 underlying) - Disposition to Issuer
Stock Options (right to buy)
2019-07-29−126,546→ 0 totalExercise: $12.65Exp: 2024-07-14→ Class B Common Stock (126,546 underlying) - Disposition to Issuer
Stock Options (right to buy)
2019-07-29−46,439→ 0 totalExercise: $12.52Exp: 2026-02-24→ Class A Common Stock (46,439 underlying) - Disposition to Issuer
Class A Common Stock
2019-07-29−6,150→ 0 total(indirect: By Spouse) - Disposition to Issuer
Stock Options (right to buy)
2019-07-29−189,818→ 0 totalExercise: $12.65Exp: 2024-08-11→ Class B Common Stock (189,818 underlying) - Disposition to Issuer
Stock Options (right to buy)
2019-07-29−72,500→ 0 totalExercise: $16.00Exp: 2025-10-15→ Class A Common Stock (72,500 underlying) - Disposition to Issuer
Class A Common Stock
2019-07-29−345,087→ 0 total - Disposition to Issuer
Stock Options (right to buy)
2019-07-29−31,636→ 0 totalExercise: $14.23Exp: 2025-01-14→ Class B Common Stock (31,636 underlying)
Footnotes (9)
- [F1]Includes (i) 26,364 shares of restricted stock previously subject to time-based vesting which were accelerated in full and settled in Fiserv, Inc. (Fiserv) common stock based on the exchange ratio (defined in footnote (2)), (ii) 161,808 restricted stock units previously subject to time-based vesting which were converted into units denominated in shares of Fiserv common stock based on the exchange ratio and will continue to be governed by the same terms and conditions as were applicable at the effective time, and (iii) 26,364 shares of restricted stock subject to performance-vesting which were converted into awards denominated in shares of Fiserv common stock based on the exchange ratio and which will remain eligible to vest upon satisfaction of an adjusted performance condition, in each case, in accordance with the Agreement and Plan of Merger dated January 16, 2019 (the Merger Agreement) among First Data Corporation (Issuer), Fiserv, and 300 Holdings, Inc. (Merger Sub).
- [F2]Pursuant to the Merger Agreement among Issuer, Fiserv, and Merger Sub, upon the effective time of the merger of Merger Sub into Issuer (the Merger) on July 29, 2019, each common share of the Issuer was converted in the right to receive 0.303 shares of Fiserv common stock (the exchange ratio).
- [F3]Shares of Class B common stock were convertible into shares of Class A common stock on a one-for-one basis at any time at the option of the holder with the prior written consent of the issuer, automatically upon transfer, with certain exceptions, and upon certain other events.
- [F4]These stock options are fully vested and exercisable.
- [F5]Pursuant to the Merger Agreement, immediately after the effective time of the Merger, the option was converted into an option to purchase a number of shares of Fiserv common stock equal to the number of shares of Issuer common stock subject to such option award immediately prior the effective time multiplied by the exchange ratio, with an exercise price per share equal to the exercise price per share of such stock option immediately prior to the effective time divided by the exchange ratio.
- [F6]142,363 options have vested. 47,455 were originally scheduled to vest on August 11, 2019.
- [F7]Pursuant to the Merger Agreement, immediately after the effective time of the Merger, the option was converted into an option to purchase a number of shares of Fiserv common stock equal to the number of shares of Issuer common stock subject to such option award immediately prior to the effective date multiplied by the exchange ratio, with an exercise price per share equal to the exercise price per share of such stock option immediately prior to the effective time divided by the exchange ratio. Upon the effective time of the Merger, 47,455 options subject to time-based vesting that were not fully vested were accelerated.
- [F8]19,772 options have vested. 13,182 were originally scheduled to vest on December 13, 2019, 13,182 were originally scheduled to vest on December 13, 2020, and 26,364 were originally scheduled to vest upon the Issuer's achievement of a closing trading price of the Class A Common Stock equal to or greater than $32.00 per share over any ten consecutive trading-day period following the Issuer's initial public offering.
- [F9]Pursuant to the Merger Agreement, immediately after the effective time of the Merger, the option was converted into an option to purchase a number of shares of Fiserv common stock equal to the number of shares of Issuer common stock subject to such option award immediately prior to the effective date multiplied by the exchange ratio, with an exercise price per share equal to the exercise price per share of such stock option immediately prior to the effective time divided by the exchange ratio. Upon the effective time of the Merger, 26,364 options subject to time-based vesting that were not fully vested were accelerated. With respect to the 26,364 options subject to performance vesting criteria, they will continue to be governed by the same terms and conditions as were applicable at the effective time, and will remain eligible to vest upon satisfaction of an adjusted performance condition in accordance with the Merger Agreement.
Documents
Issuer
FIRST DATA CORP
CIK 0000883980
Entity typeother
Related Parties
1- filerCIK 0001416754
Filing Metadata
- Form type
- 4
- Filed
- Jul 28, 8:00 PM ET
- Accepted
- Jul 29, 5:19 PM ET
- Size
- 25.7 KB