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Sec Form 4 Filing - Searchlight Capital Partners II GP LLC @ Shift4 Payments Inc. - 2021-05-11

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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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 *
Searchlight Capital Partners II GP, LLC
2. Issuer Name and Ticker or Trading Symbol
Shift4 Payments, Inc. [ FOUR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
745 FIFTH AVENUE, 27TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
05/11/2021
(Street)
NEW YORK, NY10151
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 05/11/2021 C 34,725 A $ 0 34,725 I See footnotes ( 1 ) ( 2 )
Class B Common Stock 05/11/2021 J( 3 ) 34,725 D $ 0 3,083,791 I See footnotes ( 2 ) ( 4 )
Class C Common Stock 05/11/2021 C 40,275 D $ 0 3,576,662 I See footnotes ( 2 ) ( 5 )
Class A Common Stock 05/11/2021 C 40,275 A $ 0 75,000 I See footnotes ( 2 ) ( 6 )
Class A Common Stock 05/11/2021 S 67,685 D $ 83.8025 ( 7 ) 7,315 I See footnote ( 2 )
Class A Common Stock 05/11/2021 S 7,215 D $ 84.785 ( 8 ) 100 I See footnote ( 2 )
Class A Common Stock 05/11/2021 S 100 D $ 85.53 0 I See footnote ( 2 )
Class A Common Stock 05/12/2021 C 20,461 A $ 0 20,461 I See footnotes ( 1 ) ( 2 )
Class B Common Stock 05/12/2021 J( 3 ) 20,461 D $ 0 3,063,330 I See footnotes ( 2 ) ( 4 )
Class C Common Stock 05/12/2021 C 23,731 D $ 0 3,552,931 I See footnotes ( 2 ) ( 5 )
Class A Common Stock 05/12/2021 C 23,731 A $ 0 44,192 I See footnotes ( 2 ) ( 9 )
Class A Common Stock 05/12/2021 S 30,389 D $ 80.2602 ( 10 ) 13,803 I See footnote ( 2 )
Class A Common Stock 05/12/2021 S 4,175 D $ 81.7523 ( 11 ) 9,628 I See footnote ( 2 )
Class A Common Stock 05/12/2021 S 8,797 D $ 82.3876 ( 12 ) 831 I See footnote ( 2 )
Class A Common Stock 05/12/2021 S 831 D $ 83.2953 ( 13 ) 0 I See footnote ( 2 )
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
LLC Interests ( 14 ) 05/11/2021 C 34,725 ( 14 ) ( 14 ) Class A Common Stock 34,275 $ 0 3,083,791 I See footnotes ( 1 ) ( 2 )
LLC Interests ( 14 ) 05/12/2021 C 20,461 ( 14 ) ( 14 ) Class A Common Stock 20,461 $ 0 3,063,330 I See footnotes ( 1 ) ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Searchlight Capital Partners II GP, LLC
745 FIFTH AVENUE, 27TH FLOOR
NEW YORK, NY10151
X
Searchlight Capital Partners II GP, L.P.
745 FIFTH AVENUE, 27TH FLOOR
NEW YORK, NY10151
X
Searchlight Capital II PV, L.P.
745 FIFTH AVENUE, 27TH FLOOR
NEW YORK, NY10151
X
Searchlight Capital II, L.P.
745 FIFTH AVENUE, 27TH FLOOR
NEW YORK, NY10151
X
Searchlight II GWN, L.P.
745 FIFTH AVENUE, 27TH FLOOR
NEW YORK, NY10151
X
Searchlight II GWN GP, LLC
745 FIFTH AVENUE, 27TH FLOOR
NEW YORK, NY10151
X
Signatures
Searchlight Capital Partners II GP, LLC, By: /s/ Andrew Frey, authorized person 05/13/2021
** Signature of Reporting Person Date
Searchlight Capital Partners II GP, LP, By: Searchlight Capital Partners II GP, LLC , its general partner, By: /s/ Andrew Frey, authorized person 05/13/2021
** Signature of Reporting Person Date
Searchlight Capital II PV, L.P., By: Searchlight Capital Partners II GP, LP, its general partner, By: Searchlight Capital Partners II GP LLC, its general partner, By: /s/ Andrew Frey, authorized person 05/13/2021
** Signature of Reporting Person Date
Searchlight Capital II, L.P., By: Searchlight Capital Partners II GP, LP, its general partner, By: Searchlight Capital Partners II GP, LLC, its general partner, By: /s/ Andrew Frey, authorized person 05/13/2021
** Signature of Reporting Person Date
Searchlight II GWN, L.P., By: Searchlight II GWN GP, LLC, its general partner, By: /s/ Andrew Frey, authorized person 05/13/2021
** Signature of Reporting Person Date
Searchlight II GWN GP, LLC, By: /s/ Andrew Frey, authorized person 05/13/2021
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents securities held of record by Searchlight II GWN, L.P.
( 2 )Searchlight II GWN GP, LLC is the general partner of Searchlight II GWN, L.P. and may be deemed to share beneficial ownership over the securities held of record by Searchlight II GWN, L.P. Searchlight Capital Partners II GP, LLC is the general partner of Searchlight Capital Partners II GP, LP, which is the general partner of Searchlight Capital II PV, L.P., Searchlight Capital II, L.P. and the members of Searchlight II GWN GP, LLC. As such, each of Searchlight Capital Partners II GP, LLC and Searchlight Capital Partners II GP, LP may be deemed to share beneficial ownership over the securities held of record by each of Searchlight Capital II PV, L.P., Searchlight Capital II, L.P. and Searchlight II GWN, L.P.
( 3 )Reflects the cancellation for no consideration of Class B Common Stock in connection with the conversion of the LLC Interests in to Class A Common Stock.
( 4 )Securities are held of record by Searchlight Capital II, L.P.
( 5 )Following the transactions reported herein, represents 288,081 Class C Common Stock held of record by Searchlight Capital II, L.P. and 3,264,850 Class C Common Stock held directly by Searchlight Capital II PV, L.P.
( 6 )Following the conversion of shares, represents 3,266 Class A Common Stock held of record by Searchlight Capital II, L.P., 37,009 Class A Common Stock held of record by Searchlight Capital II PV, L.P. and 34,725 Class A Common Stock held of record by Searchlight II GWN, L.P.
( 7 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $83.50 to $84.50. The reporting persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 8 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $84.51 to $85.465. The reporting persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 9 )Following the conversion of shares, represents 1,924 Class A Common Stock held of record by Searchlight Capital II, L.P., 21,807 Class A Common Stock held of record by Searchlight Capital II PV, L.P. and 20,461 Class A Common Stock held of record by Searchlight II GWN, L.P.
( 10 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $80.00 to $81.00. The reporting persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 11 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $81.01 to $82.00. The reporting persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 12 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $82.02 to $82.96. The reporting persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 13 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $83.00 to $83.52. The reporting persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 14 )The LLC Interests may be redeemed by Searchlight II GWN, L.P. at any time for shares of the Issuer's Class A Common Stock on a 1-to-1 basis.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.