Sec Form 4 Filing - Todd Paul M @ GLOBAL PAYMENTS INC - 2019-09-17

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Todd Paul M
2. Issuer Name and Ticker or Trading Symbol
GLOBAL PAYMENTS INC [ GPN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Senior Executive VP and CFO
(Last) (First) (Middle)
3550 LENOX ROAD
3. Date of Earliest Transaction (MM/DD/YY)
09/17/2019
(Street)
ATLANTA, GA30326
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 09/17/2019 A( 1 ) 50,073 A $ 0 ( 1 ) 50,073 D
Common Stock 09/17/2019 A( 2 )( 3 ) 42,230 A $ 0 ( 2 ) ( 3 ) 92,303 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-qualified Stock Option (Right to Buy) $ 47.16 ( 4 ) 09/17/2019 A( 4 ) 27,373 ( 4 ) 09/17/2019( 5 ) 02/26/2025 Common Stock 27,373 $ 0 ( 4 ) 27,373 D
Non-qualified Stock Option (Right to Buy) $ 54.91 ( 4 ) 09/17/2019 A( 4 ) 28,341 ( 4 ) 09/17/2019( 5 ) 02/25/2026 Common Stock 28,341 $ 0 ( 4 ) 28,341 D
Non-qualified Stock Option (Right to Buy) $ 67.24 ( 4 ) 09/17/2019 A( 4 ) 26,463 ( 4 ) ( 6 ) 02/16/2027 Common Stock 26,463 $ 0 ( 4 ) 26,463 D
Non-qualified Stock Option (Right to Buy) $ 107.5 ( 4 ) 09/17/2019 A( 4 ) 22,751 ( 4 ) ( 7 ) 02/15/2028 Common Stock 22,751 $ 0 ( 4 ) 22,751 D
Non-qualified Stock Option (Right to Buy) $ 113.48 ( 4 ) 09/17/2019 A( 4 ) 13,458 ( 4 ) ( 8 ) 02/12/2029 Common Stock 13,458 $ 0 ( 4 ) 13,458 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Todd Paul M
3550 LENOX ROAD
ATLANTA, GA30326
Senior Executive VP and CFO
Signatures
By: David Green, attorney-in-fact 09/19/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects the issuance of shares of Global Payments common stock, without par value ("Global Payments Common Stock"), contemplated by the Agreement and Plan of Merger, dated as of May 27, 2019 (the "Merger Agreement"), by and between Total System Services, Inc. ("TSYS") and Global Payments Inc. ("Global Payments"), pursuant to which, at the effective time of the Merger (the "Effective Time"), TSYS merged with and into Global Payments, with Global Payments as the surviving entity. In accordance with the terms of the Merger Agreement, each share of TSYS common stock, par value $0.10 per share ("TSYS Common Stock"), was converted into 0.8101 shares (the "Exchange Ratio") of Global Payments Common Stock.
( 2 )In accordance with the terms of the Merger Agreement, each restricted stock unit in respect of TSYS Common Stock (a "TSYS RSU") that was outstanding immediately prior to the Effective Time was automatically converted into a restricted stock unit (a "Global Payments RSU") in respect of that number of shares of Global Payments Common Stock (rounded to the nearest whole share) equal to the product of (i) the number of shares of TSYS Common Stock subject to such TSYS RSU immediately prior to the Effective Time and (ii) the Exchange Ratio. Applicable performance goals were deemed satisfied in accordance with the terms of the Merger Agreement and the Global Payments RSU otherwise remained subject to the same vesting schedule as the corresponding TSYS RSU. (cont'd)
( 3 )(cont'd) With respect to such Global Payments RSUs (a) 15,862 will vest on December 31, 2019 and be settled within 60 days thereafter, (b) 1,023 will vest on February 13, 2020 and be settled within 60 days thereafter, (c) 15,197 will vest on December 31, 2020 and be settled within 60 days thereafter, (d) 1,056 will vest on February 13, 2021 and be settled within 60 days thereafter, (e) 8,068 will vest on December 31, 2021 and be settled within 60 days thereafter and (f) 1,024 will vest on February 13, 2022 and be settled within 60 days thereafter.
( 4 )In accordance with the terms of the Merger Agreement, each stock option to purchase shares of TSYS Common Stock (a "TSYS Stock Option") that was outstanding and unexercised immediately prior to the Effective Time was automatically converted into an option to purchase (i) that number of shares of Global Payments Common Stock (rounded down to the nearest whole share) equal to the product of (A) the number of shares of TSYS Common Stock subject to such TSYS Stock Option immediately prior to the Effective Time and (B) the Exchange Ratio, (ii) at an exercise price per share of Global Payments Common Stock (rounded up to the nearest whole cent) equal to the quotient of (A) the exercise price per share of TSYS Common Stock of such TSYS Stock Option immediately prior to the Effective Time and (B) the Exchange Ratio.
( 5 )These options were fully vested and exercisable at the Effective Time.
( 6 )17,729 of these options were fully vested and exercisable at the Effective Time. The remaining options will vest and become exercisable on February 17, 2020.
( 7 )7,508 of these options were fully vested and exercisable at the Effective Time. The remaining options will vest and become exercisable in equal annual installments on February 16, 2020 and February 16, 2021.
( 8 )These options will vest and become exercisable in three equal annual installments on February 13, 2020, February 13, 2021 and February 13, 2022.

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