Jared Isaacman - 28 Jun 2024 Form 4/A - Amendment Insider Report for Shift4 Payments, Inc. (FOUR)

Role
Chairman & CEO, Director, 10%+ Owner
Signature
/s/ Jordan Frankel, Attorney-in-Fact for Jared Isaacman
Issuer symbol
FOUR
Transactions as of
28 Jun 2024
Net transactions value
$0
Form type
4/A - Amendment
Filing time
10 Sep 2024, 16:15:04 UTC
Date Of Original Report
28 Jun 2024
Previous filing
14 Jun 2024
Next filing
10 Sep 2024
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction FOUR Class A Common Stock Conversion of derivative security $0 +1,978,981 $0.000000 1,978,981 28 Jun 2024 See footnotes F1, F2, F4
transaction FOUR Class B Common Stock Other $0 -1,978,981 -8.3% $0.000000 21,850,035 28 Jun 2024 See footnotes F1, F2, F3, F4
transaction FOUR Class A Common Stock Other -1,978,981 -100% 0 28 Jun 2024 See footnotes F1, F2, F4
transaction FOUR Class A Common Stock Conversion of derivative security $0 +2,051,874 $0.000000 2,051,874 28 Jun 2024 See footnotes F1, F2, F5
transaction FOUR Class B Common Stock Other $0 -2,051,874 -9.4% $0.000000 19,798,161 28 Jun 2024 See footnotes F1, F2, F3, F5
transaction FOUR Class A Common Stock Other -2,051,874 -100% 0 28 Jun 2024 See footnotes F1, F2, F5

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction FOUR Forward Sale Contract (obligation to sell) Other -1,978,981 -100% 0 28 Jun 2024 Class A Common Stock 1,978,981 See footnote F1, F2, F4
transaction FOUR LLC Interests Conversion of derivative security $0 -1,978,981 -8.3% $0.000000 21,850,035 28 Jun 2024 Class A Common Stock 1,978,981 See footnote F1, F2, F4, F6
transaction FOUR Forward Sale Contract (obligation to sell) Other -2,051,874 -100% 0 28 Jun 2024 Class A Common Stock 2,051,874 See footnote F1, F2, F5
transaction FOUR LLC Interests Conversion of derivative security $0 -2,051,874 -9.4% $0.000000 19,798,161 28 Jun 2024 Class A Common Stock 2,051,874 See footnote F1, F2, F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents securities held of record by Rook SPV 2, LLC ("Rook SPV").
F2 Rook SPV is a wholly owned subsidiary of Rook Holdings Inc. Mr. Isaacman is the sole stockholder of Rook Holdings Inc. and therefore may be deemed to beneficially own the securities held of record by Rook SPV and Rook Holdings Inc.
F3 Reflects the cancellation for no consideration of Shift4 Payments, Inc.'s Class B common stock (the "Class B Common Stock") in connection with the conversion of the common units of Shift4 Payments, LLC (the "LLC Interests") into Shift4 Payments, Inc.'s Class A common stock (the "Class A Common Stock").
F4 From June 28, 2024 to September 9, 2024 (the "T-1 Settlement Period"), Rook SPV physically settled one of the Transactions with the Counterparty, relating to 2,178,984 shares of Class A Common Stock in accordance with the Transaction terms previously agreed upon as of September 7, 2021 and previously reported on September 8, 2021. In connection with such settlement, Rook SPV redeemed 1,978,981 shares of Class B Common Stock and LLC Interests for shares of Class A Common Stock and delivered such shares during the T-1 Settlement Period and Rook SPV retained the 200,003 remaining shares of Class B Common Stock and LLC Interests that were previously pledged to Counterparty.
F5 From June 28, 2024 to September 9, 2024 (the "T-2 Settlement Period"), Rook SPV physically settled one of the Transactions with the Counterparty, relating to 2,259,247 shares of Class A Common Stock in accordance with the Transaction terms previously agreed upon as of September 7, 2021 and previously reported on September 8, 2021. In connection with such settlement, Rook SPV redeemed 2,051,874 shares of Class B Common Stock and LLC Interests for shares of Class A Common Stock and delivered such shares during the T-2 Settlement Period and Rook SPV retained the 207,373 remaining number of shares of Class B Common Stock and LLC Interests that were previously pledged to Counterparty.
F6 The LLC Interests generally may be redeemed by Rook SPV at any time for shares of the Class A Common Stock on a 1-to-1 basis. Upon redemption of any LLC Interests, a corresponding number of shares of Class B Common Stock will be cancelled for no consideration.

Remarks:

1. All entries and transactions on this Form 4 arise from two previously executed variable prepaid forward transactions (each, a "Transaction" and collectively, the "Transactions") with an unaffiliated third party (the "Counterparty"), which Transactions were entered into approximately three years ago on September 7, 2021, and previously reported on September 8, 2021. 2. The reporting person is amending the Form 4 originally filed on June 28, 2024, to report the settlement of the Transactions and reflect the actual number of non-derivative and derivative securities disposed of and/or converted in connection with the settlement of the Transactions, and the actual number of non-derivative and derivative securities beneficially owned following such Transactions.