James G. Kelly - 24 Mar 2023 Form 4 Insider Report for EVO Payments, Inc.

Reporting relationship: CEO, Director
Issuer ticker: N/A
Reported as of: 24 Mar 2023
Net transaction value: $0
SEC form: 4
Accepted by SEC: 28 Mar 2023, 21:06:17 UTC
Prior SEC filing: 15 Mar 2023
Next SEC filing: 25 Oct 2023
Source filing: View source filing
Reporting owner signature: /s/ Steven J. de Groot, Attorney-in-Fact

Key filing fact

James G. Kelly filed Form 4 for EVO Payments, Inc. on 28 Mar 2023.

Key facts

This page summarizes James G. Kelly's Form 4 filing for EVO Payments, Inc..
8 reported transactions and 7 derivative rows are listed below.
Accepted by SEC: 28 Mar 2023, 21:06.

Change

Previous filing in this sequence was filed on 15 Mar 2023.
Current net transaction value: $0.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

EVOP transaction

Class A Common Stock

Disposed to Issuer

Transaction value
Shares: -321,489
Change %: -100%
Price
Shares after: 0
Date: 24 Mar 2023
Ownership: Direct
Footnotes: F1

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

EVOP transaction Derivative

Restricted Stock Units

Disposed to Issuer

Transaction value
Shares: -23,487
Change %: -100%
Price
Shares after: 0
Date: 24 Mar 2023
Ownership: Direct
Underlying class: Class A Common Stock
Underlying amount: 23,487
Exercise price
Footnotes: F1, F3

EVOP transaction Derivative

Restricted Stock Units

Disposed to Issuer

Transaction value
Shares: -38,099
Change %: -100%
Price
Shares after: 0
Date: 24 Mar 2023
Ownership: Direct
Underlying class: Class A Common Stock
Underlying amount: 38,099
Exercise price
Footnotes: F1, F3, F4

EVOP transaction Derivative

Restricted Stock Units

Disposed to Issuer

Transaction value
Shares: -77,797
Change %: -100%
Price
Shares after: 0
Date: 24 Mar 2023
Ownership: Direct
Underlying class: Class A Common Stock
Underlying amount: 77,797
Exercise price
Footnotes: F1, F3

EVOP transaction Derivative

Performance Stock Units

Disposed to Issuer

Transaction value
Shares: -72,739
Change %: -100%
Price
Shares after: 0
Date: 24 Mar 2023
Ownership: Direct
Underlying class: Class A Common Stock
Underlying amount: 72,739
Exercise price
Footnotes: F2, F3, F5

EVOP transaction Derivative

Performance Stock Units

Disposed to Issuer

Transaction value
Shares: -58,347
Change %: -100%
Price
Shares after: 0
Date: 24 Mar 2023
Ownership: Direct
Underlying class: Class A Common Stock
Underlying amount: 58,347
Exercise price
Footnotes: F2, F3, F6

EVOP transaction Derivative

Options (right to buy)

Disposed to Issuer

Transaction value
Shares: -73,213
Change %: -100%
Price
Shares after: 0
Date: 24 Mar 2023
Ownership: Direct
Underlying class: Class A Common Stock
Underlying amount: 73,213
Exercise price: $25.28
Footnotes: F8

EVOP transaction Derivative

Options (right to buy)

Disposed to Issuer

Transaction value
Shares: -95,799
Change %: -100%
Price
Shares after: 0
Date: 24 Mar 2023
Ownership: Direct
Underlying class: Class A Common Stock
Underlying amount: 95,799
Exercise price: $25.46
Footnotes: F7, F8

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

James G. Kelly is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 8 footnotes

Footnote F1

As of the Transaction Date and pursuant to a merger agreement between the Issuer and Global Payments Inc. (the "Merger Agreement"), RSUs were canceled in exchange for a total cash payment of $4,739,022.00, representing the number of shares multiplied by the applicable consideration amount required in the Merger Agreement. The cash payment includes $798,558.00 for 23,487 units (which would have vested on the fourth anniversary of 2/28/2020), $1,295,366.00 for 38,099 units, and $2,645,098.00 for 77,797 units (which would have ratably vested on the second and third anniversary of 2/24/2022). Vested shares were also canceled and provided consideration pursuant to the Merger Agreement.

Footnote F2

As of the Transaction Date and pursuant to the Merger Agreement, PSUs were canceled in exchange for a total cash payment of $4,456,924.00, representing the number of shares multiplied by the applicable consideration amount required in the Merger Agreement. The cash payment includes $2,473,126.00 for 72,739 units and $1,983,798.00 for 58,347 units.

Footnote F3

Upon vesting, restricted stock units and performance stock units convert to shares of Issuer common stock on a one-for-one basis.

Footnote F4

The RSU grant provided for vesting of 38,099 units on the third anniversary of 2/26/2021.

Footnote F5

The PSU grant provided for vesting of 72,739 units on 2/24/2025, subject to satisfying additional performance conditions.

Footnote F6

The PSU grant provided for vesting of 58,347 units on 3/31/2025, subject to satisfying additional performance conditions.

Footnote F7

The options grant provided for vesting of 95,799 units on the third anniversary of 2/26/2021, subject to satisfying additional performance conditions.

Footnote F8

As of the Transaction Date and pursuant to the Merger Agreement, option rights were canceled in exchange for a total cash payment of $1,456,540.82, representing the number of shares multiplied by the applicable consideration amount required in the Merger Agreement. The cash payment includes $638,417.36 for 73,213 units and $818,123.46 for 95,799 units.