Sec Form 4 Filing - Foskett Christopher M @ FISERV INC - 2019-07-29

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
Foskett Christopher M
2. Issuer Name and Ticker or Trading Symbol
FISERV INC [ FISV]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
EVP, Global Sales
(Last) (First) (Middle)
255 FISERV DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
07/29/2019
(Street)
BROOKFIELD, WI53045
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 07/29/2019 A 162,401 ( 1 ) ( 2 ) ( 3 ) ( 4 ) A 162,401 D
Common Stock 07/29/2019 F 4,252 ( 5 ) D $ 104.64 158,149 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) $ 41.75 07/29/2019 A 47,929 ( 6 ) 05/01/2024 Common Stock 47,929 ( 7 ) 47,929 D
Employee Stock Option (right to buy) $ 52.81 07/29/2019 A 7,988 ( 8 ) 10/15/2025 Common Stock 7,988 ( 7 ) 7,988 D
Employee Stock Option (right to buy) $ 52.81 07/29/2019 A 15,976 ( 9 ) 10/15/2025 Common Stock 15,976 ( 7 ) 15,976 D
Employee Stock Option (right to buy) $ 41.33 07/29/2019 A 16,684 ( 6 ) 02/24/2026 Common Stock 16,684 ( 7 ) 16,684 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Foskett Christopher M
255 FISERV DRIVE
BROOKFIELD, WI53045
EVP, Global Sales
Signatures
/s/ Lynn S. McCreary (attorney-in-fact) 07/31/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects shares of common stock, par value $0.01, of Fiserv, Inc. (the "Issuer") acquired on July 29, 2019, upon the completion of the merger (the "Merger") of 300 Holdings, Inc., a wholly owned subsidiary of the Issuer, with and into First Data Corporation ("First Data"), pursuant to the Agreement and Plan of Merger, dated as of January 16, 2019 (the "Merger Agreement"). At the effective time of the Merger (the "Effective Time"), each share of First Data Class A common stock and First Data Class B common stock (the "First Data common stock") issued and outstanding immediately prior to the Effective Time (other than certain shares) was converted into the right to receive 0.303 of a share (the "Exchange Ratio") of the Issuer's common stock, with cash payable in lieu of any fractional share of the Issuer's common stock.
( 2 )Consists of (i) 52,443 shares of the Issuer's common stock acquired by the Reporting Person upon the completion of the Merger, (ii) 101,970 restricted stock units of the Issuer subject to time-based vesting, which were converted in the Merger from units denominated in shares of First Data common stock based on the Exchange Ratio (rounded to the nearest whole number), and (iii) 7,988 shares of the Issuer's restricted stock subject to performance-vesting, which were converted in the Merger from awards denominated in shares of First Data common stock based on the Exchange Ratio (rounded to the nearest whole number).
( 3 )As converted and as applicable, these restricted stock units and shares of restricted stock will generally continue to be governed by the same terms and conditions as were applicable prior to the Effective Time, except that the shares of restricted stock subject to performance-vesting will be eligible to vest upon satisfaction of an adjusted performance condition based on a target price per share of the Issuer's common stock equal to $32.00 divided by the Exchange Ratio, in each case, in accordance with the Merger Agreement.
( 4 )The 101,970 restricted stock units subject to time-based vesting will vest as follows: 24,240 on August 15, 2019; 15,528 on February 15, 2020; 9,746 on February 20, 2020; 24,240 on August 15, 2020; 19,757 on February 15, 2021; and 8,459 on February 15, 2022.
( 5 )Shares withheld by the Issuer to pay tax liability incident to the vesting of First Data restricted stock in the Merger and receipt of shares of the Issuer's common stock in the Merger.
( 6 )These stock options are fully vested and exercisable.
( 7 )Pursuant to the Merger Agreement and immediately after the Effective Time, each First Data stock option was converted into a stock option to purchase a number of shares of the Issuer's common stock equal to the product (rounded down to the nearest whole number) of (a) the number of shares of First Data common stock subject to such option and (b) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (i) the exercise price per share of such First Data stock option divided by (ii) the Exchange Ratio. As converted, the stock options will generally continue to be governed by the same terms and conditions as were applicable prior to the Effective Time, except that certain of the stock options will be eligible to vest upon satisfaction of an adjusted performance condition.
( 8 )These stock options will become vested and exercisable upon satisfaction of an adjusted performance condition based on a target price per share of the Issuer's common stock equal to $32.00 divided by the Exchange Ratio, in accordance with the Merger Agreement.
( 9 )Of these stock options, (i) half became vested and exercisable pursuant to their terms in equal portions on each of December 31, 2017 and 2018, and (ii) the remaining half, which would have vested in equal portions on each of December 31, 2019 and 2020, was subject to accelerated vesting and became immediately vested and exercisable upon completion of the Merger.

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