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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Class B Common Stock | (4) | 05/12/2015 | A | 41,127 (5) | (4)(6) | (4) | Class A Common Stock | 41,127 (5) | $ 15.8 (5) | 120,218 (5) (6) | D | ||||
Stock Options (right to buy) | $ 16 | 10/14/2015 | A(7) | 79,091 | (7) | 10/14/2025 | Class A Common Stock | 79,091 | $ 0 | 79,091 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Marino Anthony S C/O 225 LIBERTY STREET 29TH FLOOR NEW YORK, NY 10281 |
See Remarks |
/s/ Gretchen A. Herron, by power of attorney | 10/22/2015 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Represents a grant of restricted Class A common stock ("Class A Common Stock") under the First Data Corporation 2015 Omnibus Incentive Plan (the "2015 Plan") of First Data Corporation (the "Issuer"), effective on the date of effectiveness of the Issuer's Form S-8 Registration Statement related to the 2015 Plan. |
(2) | Reflects shares of Class A Common Stock of the Issuer purchased under the Issuer's Directed Share Program in connection with the Issuer's initial public offering. |
(3) | Held by the reporting person's children. |
(4) | Shares of Class B common stock of the Issuer (the "Class B Common Stock") are 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, and upon certain other events. |
(5) | Reported on a post-split basis following the merger of First Data Holdings Inc. with and into the Issuer and the Issuer's reverse stock split of 3.16091-for-1 in connection with the Issuer's initial public offering. |
(6) | Includes 70,091 shares of restricted Class B Common Stock, of which (i) 20% will vest upon the expiration of the 180-day lock-up period in connection with the Issuer's initial public offering, (ii) 40% will vest on February 24, 2017 and (iii) the remaining 40% will vest on February 24, 2018, subject to continued employment through the applicable vesting date. |
(7) | Represents a grant of stock options which, subject to the reporting person's continued service through each applicable vesting date, will 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 upon the Issuer's achievement of a closing trading price of its 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. |
Remarks: Title - Executive Vice President, Head of Human Resources |