Sec Form 4 Filing - Martin Kimberly @ Worldpay, Inc. - 2019-07-31

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
Martin Kimberly
2. Issuer Name and Ticker or Trading Symbol
Worldpay, Inc. [ WP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Human Resources Officer
(Last) (First) (Middle)
C/O WORLDPAY, INC., 8500 GOVERNORS HILL DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
07/31/2019
(Street)
CINCINNATI, OH45249
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
Class A Common Stock 07/31/2019 D 22,633 ( 1 ) D $ 0 ( 2 ) 0 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
Employee Stock Option (right to buy) $ 37.1 07/31/2019 D 16,304 ( 3 ) 02/24/2025 Class A Common Stock 16,304 $ 0 ( 3 ) 0 D
Employee Stock Option (right to buy) $ 50.01 07/31/2019 D 20,114 ( 4 ) 02/17/2026 Class A Common Stock 20,114 $ 0 ( 4 ) 0 D
Employee Stock Option (right to buy) $ 64.34 07/31/2019 D 17,448 ( 5 ) 02/08/2027 Class A Common Stock 17,448 $ 0 ( 5 ) 0 D
Employee Stock Option (right to buy) $ 82.07 07/31/2019 D 21,123 ( 6 ) 03/02/2028 Class A Common Stock 21,123 $ 0 ( 6 ) 0 D
Employee Stock Option (right to buy) $ 97.72 07/31/2019 D 17,379 ( 7 ) 03/01/2029 Class A Common Stock 17,379 $ 0 ( 7 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Martin Kimberly
C/O WORLDPAY, INC.
8500 GOVERNORS HILL DRIVE
CINCINNATI, OH45249
Chief Human Resources Officer
Signatures
/s/ Bryan Jacobs, attorney-in-fact for Kimberly Martin 07/31/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes 230 shares of Class A common stock acquired under the Worldpay, Inc. Employee Stock Purchase Plan on June 30, 2019.
( 2 )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).
( 3 )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").
( 4 )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.
( 5 )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.
( 6 )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.
( 7 )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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