Statement of Changes in Beneficial Ownership (4)
30 Juli 2019 - 12:11AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
KKR Fund Holdings L.P.
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2. Issuer Name
and
Ticker or Trading Symbol
FIRST DATA CORP
[
FDC
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
9 WEST 57TH STREET, SUITE 4200,
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3. Date of Earliest Transaction
(MM/DD/YYYY)
7/29/2019
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(Street)
NEW YORK, NY 10019
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Class B Common Stock
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(1)
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7/29/2019
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J
(2)
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364441146
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(1)
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(1)
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Class A Common Stock
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364441146
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(2)
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0
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I
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See Footnotes
(3)
(4)
(5)
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Units in Director Deferred Compensation Plan
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(6)
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7/29/2019
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D
(2)
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31425.11
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(6)
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(6)
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Class A Common Stock
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31425.11
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(7)
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0
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D
(8)
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Explanation of Responses:
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(1)
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Shares of Class B common stock ("Class B Common Stock") of First Data Corporation (the "Issuer") were convertible into shares of Class A common stock of the Issuer ("Class A Common Stock") on a one-for-one basis at any time at the option of the holder with the prior consent of the Issuer, upon the election of the holders of a majority of the then-outstanding shares of Class B Common Stock, automatically upon any transfer, with certain exceptions, and upon certain other events.
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(2)
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On July 29, 2019, Fiserv, Inc. ("Fiserv") and 300 Holdings, Inc. ("Merger Sub"), a wholly owned subsidiary of Fiserv, acquired the Issuer pursuant to that certain Agreement and Plan of Merger between the Issuer, Fiserv and Merger Sub, dated as of January 16, 2019 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation and an indirect wholly-owned subsidiary of Fiserv (the "Merger"). Pursuant to the Merger Agreement, on July 29, 2019, the effective date of the Merger, each share of Issuer common stock converted into the right to receive 0.303 of a share of common stock, par value $0.01 per share, of Fiserv.
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(3)
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Shares of Class B Common Stock were held by New Omaha Holdings L.P.
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(4)
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New Omaha Holdings LLC is the general partner of New Omaha Holdings L.P. KKR 2006 Fund L.P. is the sole member of New Omaha Holdings LLC. KKR Associates 2006 L.P. is the general partner of KKR 2006 Fund L.P. KKR 2006 GP LLC is the general partner of KKR Associates 2006 L.P. KKR Fund Holdings L.P. is the designated member of KKR 2006 GP LLC. KKR Fund Holdings GP Limited is a general partner of KKR Fund Holdings L.P. KKR Group Holdings Corp. is a general partner of KKR Fund Holdings L.P. and the sole shareholder of KKR Fund Holdings GP Limited. KKR & Co. Inc. is the sole shareholder of KKR Group Holdings Corp. KKR Management LLC is the Class B common stockholder of KKR & Co. Inc. Messrs. Henry R. Kravis and George R. Roberts are the designated members of KKR Management LLC.
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(5)
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Immediately prior to the Merger, each of the Reporting Persons may have been deemed to have been the beneficial owner of all or a portion of the securities reported herein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are or were the beneficial owners of any securities reported herein, and the Reporting Persons disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.
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(6)
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Each unit represented the economic equivalent of one share of Class A Common Stock. The units became payable in cash upon the Reporting Person's termination of service as a director.
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(7)
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Pursuant to the terms of the Issuer's 2008 Non-Employee Director Deferred Compensation Plan, each unit will be paid out in cash equal to the closing price of one share of the Issuer's Class A Common Stock on the day prior to the effective time of the Merger.
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(8)
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Held directly by Mr. Kravis in connection with director compensation earned in connection with Mr. Kravis's service on the Issuer's board of directors.
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Remarks:
Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, New Omaha Holdings L.P., New Omaha Holdings LLC, KKR 2006 Fund L.P., KKR Associates 2006 L.P. and KKR 2006 GP LLC have filed a separate Form 4.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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KKR Fund Holdings L.P.
9 WEST 57TH STREET, SUITE 4200
NEW YORK, NY 10019
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X
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KKR Fund Holdings GP Ltd
9 WEST 57TH STREET, SUITE 4200
NEW YORK, NY 10019
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X
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KKR Group Holdings Corp.
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.
9 WEST 57TH STREET, SUITE 4200
NEW YORK, NY 10019
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X
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KKR & Co. Inc.
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.
9 WEST 57TH STREET, SUITE 4200
NEW YORK, NY 10019
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X
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KKR Management LLC
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.
9 WEST 57TH STREET, SUITE 4200
NEW YORK, NY 10019
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X
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KRAVIS HENRY R
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P
9 WEST 57TH STREET, SUITE 4200
NEW YORK, NY 10019
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X
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X
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ROBERTS GEORGE R
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.
2800 SAND HILL ROAD, SUITE 200
MENLO PARK, CA 94025
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X
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Signatures
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KKR FUND HOLDINGS L.P. By: KKR Group Holdings Corp., a general partner By: /s/ Terence Gallagher Name: Terence Gallagher Title: Attorney-in-fact for William J. Janetschek, Chief Financial Officer
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7/29/2019
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**
Signature of Reporting Person
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Date
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KKR FUND HOLDINGS GP LIMITED By: /s/ Terence Gallagher Name: Terence Gallagher Title: Attorney-in-fact for William J. Janetschek, Director
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7/29/2019
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**
Signature of Reporting Person
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Date
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KKR GROUP HOLDINGS CORP. By: /s/ Terence Gallagher Name: Terence Gallagher Title: Attorney-in-fact for William J. Janetschek, Chief Financial Officer
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7/29/2019
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**
Signature of Reporting Person
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Date
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KKR & CO. INC. By: /s/ Terence Gallagher Name: Terence Gallagher Title: Attorney-in-fact for William J. Janetschek, Chief Financial Officer
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7/29/2019
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**
Signature of Reporting Person
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Date
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KKR MANAGEMENT LLC By: /s/ Terence Gallagher Name: Terence Gallagher Title: Attorney-in-fact for William J. Janetschek, Chief Financial Officer
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7/29/2019
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**
Signature of Reporting Person
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Date
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HENRY R. KRAVIS By: /s/ Terence Gallagher Name: Terence Gallagher Title: Attorney-in-fact
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7/29/2019
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**
Signature of Reporting Person
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Date
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GEORGE R. ROBERTS By: /s/ Terence Gallagher Name: Terence Gallagher Title: Attorney-in-fact
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7/29/2019
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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