Sec Form 4 Filing - Watson Patricia A @ TOTAL SYSTEM SERVICES INC - 2019-09-17

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Watson Patricia A 2. Issuer Name and Ticker or Trading Symbol TOTAL SYSTEM SERVICES INC [ TSS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Senior EVP and CIO (Last) (First) (Middle) P.O. BOX 2506 3. Date of Earliest Transaction (MM/DD/YY) 09/17/2019 (Street) COLUMBUS, GA31902-2506 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 58,215 A 80,699 D Common Stock 09/17/2019 D 58,215 D 22,484 D Common Stock 09/17/2019 D 3,768 D 18,716 D Common Stock 09/17/2019 D 18,716 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 Employee stock options (right to buy) $ 54.47 09/17/2019 D 10,242 ( 5 ) 02/16/2027 Common Stock 10,242 ( 5 ) 0 D Employee Stock Option (right to buy) $ 87.08 09/17/2019 D 18,469 ( 5 ) 02/15/2028 Common Stock 18,469 ( 5 ) 0 D Employee Stock Option (right to buy) $ 91.93 09/17/2019 D 16,347 ( 5 ) 02/12/2029 Common Stock 16,347 ( 5 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Watson Patricia A P.O. BOX 2506 COLUMBUS, GA31902-2506 Senior EVP and CIO Signatures /s/ Garilou Page, Attorny-in-Fact 09/18/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares are subject to Total System Services, Inc. (the "Company") performance share awards and have been deemed to be acquired by the reporting person on September 17, 2019 (the "Effective Date"), the effective date of the acquisition of the Company by Global Payments Inc. ("Global Payments") pursuant to an Agreement and Plan of Merger, dated as of May 27, 2019 (the "Merger Agreement"), as a result of the number of shares of Company common stock subject to such performance share awards becoming fixed in accordance with the terms of the Merger Agreement. No consideration was given or received in connection with this deemed acquisition. ( 2 )These shares were subject to Company performance share awards which were assumed by Global Payments pursuant to the Merger Agreement, on the Effective date, and replaced with Global Payments restricted stock units with the same vesting and other terms, provided that the number of shares of Global Payments common stock subject to each new restricted stock unit award will be equal to the number of shares of Company common stock subject to the performance share award on the Effective Date, as reported in the first line of this report, multiplied by .8101, rounded to the nearest whole share, and further provided, that each such new award shall be scheduled to cliff vest, subject to the holder's continued service with Global Payments or its subsidiaries, on the last day of the originally scheduled Company performance period. ( 3 )These shares were subject to Company restricted stock unit awards which were assumed by Global Payments pursuant to the Merger Agreement, on the Effective date, and replaced with Global Payments restricted stock units with the same vesting and other terms, provided that the number of shares of Global Payments common stock subject to each new restricted stock unit award will be equal to the original number of shares of Company common stock subject to the restricted stock unit award multiplied by .8101, rounded to the nearest whole share. ( 4 )These shares were disposed of pursuant to the Merger Agreement in exchange for shares of Global Payments common stock, at a rate of .8101 shares of Global Payments common stock for each share of the Company. The closing price of Global Payments common stock on the New York Stock Exchange on the Effective Date was $163.74 per share. ( 5 )These options, which all provided for vesting in three annual installments beginning one year from the date of grant were assumed by Global Payments pursuant to the Merger Agreement, on the Effective date, and replaced with Global Payments options with the same vesting and other terms, provided that the number of shares of Global Payments common stock subject to each new option will be equal to the original number of shares of Company common stock subject to the option multiplied by .8101, rounded down to the nearest whole share, and the exercise price per share of each new option will be equal to the original exercise price divided by .8101, rounded up to the nearest cent.

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.