Statement of Changes in Beneficial Ownership (4)
July 31 2019 - 4:14PM
Edgar (US Regulatory)
FORM 4
[
X
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Martin Kimberly
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2. Issuer Name
and
Ticker or Trading Symbol
Worldpay, Inc.
[
WP
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
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__ Officer (give title below)
_____ Other (specify below)
Chief Human Resources Officer
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(Last)
(First)
(Middle)
C/O WORLDPAY, INC., 8500 GOVERNORS HILL DRIVE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
7/31/2019
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(Street)
CINCINNATI, OH 45249
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock
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7/31/2019
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D
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22633
(1)
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D
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$0
(2)
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0
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Employee Stock Option (right to buy)
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$37.1
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7/31/2019
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D
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16304
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(3)
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2/24/2025
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Class A Common Stock
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16304.0
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$0
(3)
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0
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D
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Employee Stock Option (right to buy)
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$50.01
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7/31/2019
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D
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20114
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(4)
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2/17/2026
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Class A Common Stock
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20114.0
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$0
(4)
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0
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D
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Employee Stock Option (right to buy)
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$64.34
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7/31/2019
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D
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17448
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(5)
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2/8/2027
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Class A Common Stock
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17448.0
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$0
(5)
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0
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D
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Employee Stock Option (right to buy)
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$82.07
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7/31/2019
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D
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21123
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(6)
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3/2/2028
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Class A Common Stock
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21123.0
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$0
(6)
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0
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D
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Employee Stock Option (right to buy)
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$97.72
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7/31/2019
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D
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17379
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(7)
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3/1/2029
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Class A Common Stock
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17379.0
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$0
(7)
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0
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D
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Explanation of Responses:
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(1)
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Includes 230 shares of Class A common stock acquired under the Worldpay, Inc. Employee Stock Purchase Plan on June 30, 2019.
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(2)
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These shares of Class A common stock were disposed of pursuant to a merger agreement between the issuer and Fidelity National Information Services, Inc. ("FIS"). Upon the closing of the merger, (i) 1,529 of the shares were converted into shares of FIS common stock pursuant to an exchange ratio that is designed to maintain the intrinsic value of the shares immediately prior to the closing of the merger and (ii) 21,104 were converted into shares of FIS common stock and cash in accordance with the merger agreement (0.9287 shares of FIS common stock and $11.00 per share of Worldpay Class A common stock).
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(3)
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This option, which provided for vesting in four equal annual installments beginning February 24, 2016, was assumed by FIS in the merger and converted into an FIS option to purchase FIS shares of common stock on the same vesting schedule applicable to the original award pursuant to an exchange ratio designed to maintain the intrinsic value of the award immediately prior to the closing of the merger (the "Equity Award Exchange Ratio").
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(4)
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The option, which provided for vesting in four equal annual installments beginning February 17, 2017, was assumed by FIS in the merger and converted into an FIS option to purchase FIS shares of common stock on the same vesting schedule applicable to the original award pursuant to the Equity Award Exchange Ratio.
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(5)
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This option, which provided for vesting in three equal annual installments beginning February 8, 2018, was assumed by FIS in the merger and converted into an FIS option to purchase FIS shares of common stock on the same vesting schedule applicable to the original award pursuant to the Equity Award Exchange Ratio.
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(6)
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This option, which provided for vesting in three equal annual installments beginning March 2, 2019, was assumed by FIS in the merger and converted into an FIS option to purchase FIS shares of common stock on the same vesting schedule applicable to the original award pursuant to the Equity Award Exchange Ratio.
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(7)
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This option, which provided for vesting in three equal annual installments beginning March 1, 2020, was assumed by FIS in the merger and converted into an FIS option to purchase FIS shares of common stock on the same vesting schedule applicable to the original award pursuant to the Equity Award Exchange Ratio.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Martin Kimberly
C/O WORLDPAY, INC.
8500 GOVERNORS HILL DRIVE
CINCINNATI, OH 45249
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Chief Human Resources Officer
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Signatures
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/s/ Bryan Jacobs, attorney-in-fact for Kimberly Martin
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7/31/2019
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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