Sec Form 4 Filing - KELLY JAMES G @ EVO Payments, Inc. - 2023-03-24

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
KELLY JAMES G
2. Issuer Name and Ticker or Trading Symbol
EVO Payments, Inc. [ EVOP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CEO
(Last) (First) (Middle)
10 GLENLAKE PARKWAY, SOUTH TOWER,, SUITE 950
3. Date of Earliest Transaction (MM/DD/YY)
03/24/2023
(Street)
ATLANTA, GA30328
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 03/24/2023 D 321,489 D 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
Restricted Stock Units ( 3 ) 03/24/2023 D 23,487 ( 1 ) ( 1 ) Class A Common Stock 23,487 ( 1 ) 0 D
Restricted Stock Units ( 3 ) 03/24/2023 D 38,099 ( 1 )( 4 ) ( 1 ) Class A Common Stock 38,099 ( 1 ) 0 D
Restricted Stock Units ( 3 ) 03/24/2023 D 77,797 ( 1 ) ( 1 ) Class A Common Stock 77,797 ( 1 ) 0 D
Performance Stock Units ( 3 ) 03/24/2023 D 72,739 ( 5 ) ( 2 ) Class A Common Stock 72,739 ( 2 ) 0 D
Performance Stock Units ( 3 ) 03/24/2023 D 58,347 ( 6 ) ( 2 ) Class A Common Stock 58,347 ( 2 ) 0 D
Options (right to buy) $ 25.28 03/24/2023 D 73,213 02/28/2024 02/28/2030 Class A Common Stock 73,213 ( 8 ) 0 D
Options (right to buy) $ 25.46 03/24/2023 D 95,799 ( 7 ) 02/26/2031 Class A Common Stock 95,799 ( 8 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
KELLY JAMES G
10 GLENLAKE PARKWAY, SOUTH TOWER,
SUITE 950
ATLANTA, GA30328
X CEO
Signatures
/s/ Steven J. de Groot, Attorney-in-Fact 03/28/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )As of the Transaction Date and pursuant to a merger agreement between the Issuer and Global Payments Inc. (the "Merger Agreement"), RSUs were canceled in exchange for a total cash payment of $4,739,022.00, representing the number of shares multiplied by the applicable consideration amount required in the Merger Agreement. The cash payment includes $798,558.00 for 23,487 units (which would have vested on the fourth anniversary of 2/28/2020), $1,295,366.00 for 38,099 units, and $2,645,098.00 for 77,797 units (which would have ratably vested on the second and third anniversary of 2/24/2022). Vested shares were also canceled and provided consideration pursuant to the Merger Agreement.
( 2 )As of the Transaction Date and pursuant to the Merger Agreement, PSUs were canceled in exchange for a total cash payment of $4,456,924.00, representing the number of shares multiplied by the applicable consideration amount required in the Merger Agreement. The cash payment includes $2,473,126.00 for 72,739 units and $1,983,798.00 for 58,347 units.
( 3 )Upon vesting, restricted stock units and performance stock units convert to shares of Issuer common stock on a one-for-one basis.
( 4 )The RSU grant provided for vesting of 38,099 units on the third anniversary of 2/26/2021.
( 5 )The PSU grant provided for vesting of 72,739 units on 2/24/2025, subject to satisfying additional performance conditions.
( 6 )The PSU grant provided for vesting of 58,347 units on 3/31/2025, subject to satisfying additional performance conditions.
( 7 )The options grant provided for vesting of 95,799 units on the third anniversary of 2/26/2021, subject to satisfying additional performance conditions.
( 8 )As of the Transaction Date and pursuant to the Merger Agreement, option rights were canceled in exchange for a total cash payment of $1,456,540.82, representing the number of shares multiplied by the applicable consideration amount required in the Merger Agreement. The cash payment includes $638,417.36 for 73,213 units and $818,123.46 for 95,799 units.

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