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Explanation of Responses:
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(1)
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Reflects shares of common stock, par value $0.01, of Fiserv, Inc. (the "Issuer") acquired on July 29, 2019, upon the completion of the merger (the "Merger") of 300 Holdings, Inc., a wholly owned subsidiary of the Issuer, with and into First Data Corporation ("First Data"), pursuant to the Agreement and Plan of Merger, dated as of January 16, 2019 (the "Merger Agreement"). At the effective time of the Merger (the "Effective Time"), each share of First Data Class A common stock and First Data Class B common stock (the "First Data common stock") issued and outstanding immediately prior to the Effective Time (other than certain shares) was converted into the right to receive 0.303 of a share (the "Exchange Ratio") of the Issuer's common stock, with cash payable in lieu of any fractional share of the Issuer's common stock.
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(2)
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Consists of (i) 979,758 shares of the Issuer's common stock acquired upon the completion of the Merger, (ii) 95,858 shares of the Issuer's restricted stock subject to time-based vesting, which were converted in the Merger from awards denominated in shares of First Data common stock based on the Exchange Ratio (rounded to the nearest whole number), (iii) 343,665 restricted stock units of the Issuer subject to time-based vesting and 1,212,000 restricted stock units of the Issuer subject to time-based vesting with an accelerated vesting performance condition, all of which were converted in the Merger from units denominated in shares of First Data common stock based on the Exchange Ratio (rounded to the nearest whole number), and (iv) 95,858 shares of the Issuer's restricted stock subject to performance-vesting, which were converted in the Merger from awards denominated in shares of First Data common stock based on the Exchange Ratio (rounded to the nearest whole number).
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(3)
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As converted and as applicable, restricted stock units and shares of restricted stock will generally continue to be governed by the same terms and conditions as were applicable at the Effective Time, except that the shares of restricted stock subject to performance-vesting will be eligible to vest upon satisfaction of an adjusted performance condition based on a target price per share of the Issuer's common stock equal to $32.00 divided by the Exchange Ratio, in each case, in accordance with the Merger Agreement.
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(4)
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Of the 95,858 shares of restricted stock subject to time-based vesting, half will vest on each of December 31, 2019 and 2020.
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(5)
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The 343,665 restricted stock units subject to time-based vesting will vest as follows: 105,158 on February 15, 2020; 56,697 on February 20, 2020; 130,709 on February 15, 2021; and 51,101 on February 15, 2022.
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(6)
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The 1,212,000 unvested restricted stock units subject to time-based vesting with an accelerated vesting performance condition are part of an original award amount of 1,515,000 restricted stock units on an as converted basis (the "original award amount"). Twenty percent of the original award amount: (i) vested on August 15, 2018 and (ii) will vest on August 15, 2019. The remaining unvested restricted stock units will vest in an amount equal to 14.2857% of the original award amount on August 15, 2020 and on each subsequent 15th day of August (each, a "vesting period") with any remaining shares vesting on August 15, 2024; provided that, if for 10 consecutive trading days during a vesting period, the closing price of the Issuer's common stock has met or exceeded a share price corresponding to a 15% cumulative annual increase over the quotient of $17.89 divided by the Exchange Ratio, then the annual vesting percentage on that vesting date will increase to 20%.
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(7)
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These restricted stock units were granted to the Reporting Person pursuant to his employment agreement, dated January 16, 2019, with the Issuer. One-third of these restricted stock units vest on each anniversary of the grant date.
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(8)
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Held by the Frank J. Bisignano 2016 Grantor Retained Annuity Trust.
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(9)
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Held by the Frank J. Bisignano 2017 Grantor Retained Annuity Trust.
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(10)
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Held by a revocable trust.
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(11)
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These shares are held in accounts for the benefit of the Reporting Person's children.
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(12)
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These stock options are fully vested and exercisable.
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(13)
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Pursuant to the Merger Agreement and immediately after the Effective Time, each First Data stock option was converted into a stock option to purchase a number of shares of the Issuer's common stock equal to the product (rounded down to the nearest whole number) of (a) the number of shares of First Data common stock subject to such option and (b) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (i) the exercise price per share of such First Data stock option divided by (ii) the Exchange Ratio. As converted, the stock options will generally continue to be governed by the same terms and conditions as were applicable prior to the Effective Time, except that certain of the stock options will be eligible to vest upon satisfaction of an adjusted performance condition.
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(14)
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These stock options will become vested and exercisable upon satisfaction of an adjusted performance condition based on a target price per share of the Issuer's common stock equal to $32.00 divided by the Exchange Ratio, in accordance with the Merger Agreement.
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(15)
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Of these stock options, (i) half are vested and exercisable and (ii) half will become vested and exercisable in equal portions on each of December 31, 2019 and 2020. The vested options became vested pursuant to their terms in equal portions on each of December 31, 2017 and 2018.
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