Sec Form 4 Filing - Bisignano Frank @ FIRST DATA CORP - 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
Bisignano Frank
2. Issuer Name and Ticker or Trading Symbol
FIRST DATA CORP [ FDC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
C/O FIRST DATA CORPORATION, 225 LIBERTY STREET, 29TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
07/29/2019
(Street)
NEW YORK, NY10281
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 07/29/2019 D 7,306,930 ( 1 ) D 0 D
Class A Common Stock 07/29/2019 D 105,076 D 0 I See footnote ( 3 )
Class A Common Stock 07/29/2019 D 274,456 D 0 I See footnote ( 4 )
Class A Common Stock 07/29/2019 D 1,900 D 0 I By trust
Class A Common Stock 07/29/2019 D 25,800 D 0 I By spouse
Class A Common Stock 07/29/2019 D 15,190 D 0 I See footnote ( 5 )
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
Class B Common Stock ( 6 ) 07/29/2019 D 1,693,539 ( 6 ) ( 6 ) Class A Common Stock 1,693,539 ( 2 ) 0 D
Stock Options (right to buy) $ 11.07 07/29/2019 D 8,315,870 ( 7 ) 05/07/2023 Class B Common Stock ( 6 ) 8,315,870 ( 8 ) 0 D
Stock Options (right to buy) $ 12.65 07/29/2019 D 237,273 ( 7 ) 02/10/2024 Class B Common Stock ( 6 ) 237,273 ( 8 ) 0 D
Stock Options (right to buy) $ 14.23 07/29/2019 D 360,655 ( 7 ) 01/28/2025 Class B Common Stock ( 6 ) 360,655 ( 8 ) 0 D
Stock Options (right to buy) $ 16 07/29/2019 D 2,214,552 ( 9 ) 10/15/2025 Class A Common Stock 2,214,552 ( 10 ) 0 D
Stock Options (right to buy) $ 12.52 07/29/2019 D 417,252 ( 7 ) 02/24/2026 Class A Common Stock 417,252 ( 8 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Bisignano Frank
C/O FIRST DATA CORPORATION
225 LIBERTY STREET, 29TH FLOOR
NEW YORK, NY10281
X Chief Executive Officer
Signatures
/s/ Gretchen A. Herron, by power of attorney 07/29/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes (i) 5,134,213 restricted stock units and 316,365 shares of restricted stock previously subject to time-based vesting which were converted into units denominated in shares of Fiserv, Inc. (Fiserv) common stock and shares of Fiserv common stock, respectively, in each case based on the exchange ratio (defined in footnote (2)) and will continue to be governed by the same terms and conditions as were applicable to such awards at the effective time and (ii) 316,365 shares of restricted stock subject to performance-vesting which were converted into awards denominated in shares of Fiserv common stock based on the exchange ratio and which will remain eligible to vest upon satisfaction of an adjusted performance condition, in each case, in accordance with the Agreement and Plan of Merger dated January 16, 2019 (Merger Agreement) among First Data Corporation (Issuer), Fiserv, and 300 Holdings, Inc. (Merger Sub).
( 2 )Pursuant to the Merger Agreement, upon the effective time of the merger of Merger Sub into Issuer (the Merger) on July 29, 2019, each common share of the Issuer was converted in the right to receive 0.303 shares of Fiserv common stock (the exchange ratio).
( 3 )Held by the Frank J. Bisignano 2016 Grantor Retained Annuity Trust.
( 4 )Held by the Frank J. Bisignano 2017 Grantor Retained Annuity Trust.
( 5 )These shares were held in accounts for the benefit of the reporting person's children.
( 6 )Shares of Class B Common Stock were convertible into shares of Class A Common Stock on a one-for-one basis at any time at the option of the holder with the prior written consent of the issuer, automatically upon transfer, with certain exceptions, and upon certain other events.
( 7 )These stock options are fully vested and exercisable.
( 8 )Pursuant to the Merger Agreement, immediately after the effective time of the Merger, the option was converted into an option to purchase a number of shares of Fiserv common stock equal to the number of shares of Issuer common stock subject to such option award immediately prior the effective time multiplied by the exchange ratio, with an exercise price per share equal to the exercise price per share of such stock option immediately prior to the effective time divided by the exchange ratio.
( 9 )The options were originally scheduled to vest two thirds over time, with one fourth of such amount vesting on each of December 31, 2017, 2018, 2019 and 2020, and one third vesting upon the Issuer's achievement of a closing trading price of the Class A Common Stock equal to or greater than $32.00 per share over any ten consecutive trading-day period following the Issuer's initial public offering.
( 10 )Pursuant to the Merger Agreement, immediately after the effective time of the Merger, the option was converted into an option to purchase a number of shares of Fiserv common stock equal to the number of shares of Issuer common stock subject to such option award immediately prior to the effective time multiplied by the exchange ratio, with an exercise price per share equal to the exercise price per share of such stock option immediately prior to the effective time divided by the exchange ratio. Following conversion, the 738,184 options subject to time vesting will continue to be governed by the same vesting terms as were applicable at the effective time. With respect to the 738,184 options subject to performance vesting criteria, following conversion they will continue to be governed by the same terms and conditions as were applicable at the effective time, and will remain eligible to vest upon satisfaction of an adjusted performance condition in accordance with the Merger Agreement.

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