Statement of Changes in Beneficial Ownership (4)
20 Mai 2021 - 12:43AM
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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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
*
Searchlight Capital Partners II GP, LLC |
2. Issuer Name and Ticker or Trading Symbol
Shift4 Payments, Inc.
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FOUR
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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)
745 FIFTH AVENUE, 27TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/17/2021 |
(Street)
NEW YORK, NY 10151
(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
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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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Class A Common Stock | 5/17/2021 | | C | | 46300 | A | $0.00 | 46300 | I | See footnotes (1)(2) |
Class B Common Stock | 5/17/2021 | | J(3) | | 46300 | D | $0.00 | 2916857 | I | See footnotes (2)(4) |
Class C Common Stock | 5/17/2021 | | C | | 53700 | D | $0.00 | 3383047 | I | See footnotes (2)(5) |
Class A Common Stock | 5/17/2021 | | C | | 53700 | A | $0.00 | 100000 | I | See footnotes (2)(6) |
Class A Common Stock | 5/17/2021 | | S | | 1301 | D | $81.8942 (7) | 98699 | I | See footnote (2) |
Class A Common Stock | 5/17/2021 | | S | | 57860 | D | $82.7885 (8) | 40839 | I | See footnote (2) |
Class A Common Stock | 5/17/2021 | | S | | 35839 | D | $83.956 (9) | 5000 | I | See footnote (2) |
Class A Common Stock | 5/17/2021 | | S | | 5000 | D | $84.5947 (10) | 0 | I | See footnote (2) |
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) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security (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 |
LLC Interests | (11) | 5/17/2021 | | C | | | 46300 | (11) | (11) | Class A Common Stock | 46300 | $0.00 | 2916857 | I | See footnotes (1)(2) |
Explanation of Responses: |
(1) | Represents securities held of record by Searchlight II GWN, L.P. |
(2) | Searchlight II GWN GP, LLC is the general partner of Searchlight II GWN, L.P. and may be deemed to share beneficial ownership over the securities held of record by Searchlight II GWN, L.P. Searchlight Capital Partners II GP, LLC is the general partner of Searchlight Capital Partners II GP, LP, which is the general partner of Searchlight Capital II PV, L.P., Searchlight Capital II, L.P. and the members of Searchlight II GWN GP, LLC. As such, each of Searchlight Capital Partners II GP, LLC and Searchlight Capital Partners II GP, LP may be deemed to share beneficial ownership over the securities held of record by each of Searchlight Capital II PV, L.P., Searchlight Capital II, L.P. and Searchlight II GWN, L.P. |
(3) | Reflects the cancellation for no consideration of Class B Common Stock in connection with the conversion of the LLC Interests in to Class A Common Stock. |
(4) | Securities are held of record by Searchlight Capital II, L.P. |
(5) | Following the transactions reported herein, represents 274,307 Class C Common Stock held of record by Searchlight Capital II, L.P. and 3,108,740 Class C Common Stock held directly by Searchlight Capital II PV, L.P. |
(6) | Following the conversion of shares, represents 4,354 Class A Common Stock held of record by Searchlight Capital II, L.P., 49,346 Class A Common Stock held of record by Searchlight Capital II PV, L.P. and 46,300 Class A Common Stock held of record by Searchlight II GWN, L.P. |
(7) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $81.38 to $82.375. The reporting persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
(8) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $82.41 to $83.40. The reporting persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
(9) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $83.455 to $84.285. The reporting persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
(10) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $84.53 to $84.68. The reporting persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
(11) | The LLC Interests may be redeemed by Searchlight II GWN, L.P. at any time for shares of the Issuer's Class A Common Stock on a 1-to-1 basis. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Searchlight Capital Partners II GP, LLC 745 FIFTH AVENUE, 27TH FLOOR NEW YORK, NY 10151 |
| X |
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Searchlight Capital Partners II GP, L.P. 745 FIFTH AVENUE, 27TH FLOOR NEW YORK, NY 10151 |
| X |
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Searchlight Capital II PV, L.P. 745 FIFTH AVENUE, 27TH FLOOR NEW YORK, NY 10151 |
| X |
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Searchlight Capital II, L.P. 745 FIFTH AVENUE, 27TH FLOOR NEW YORK, NY 10151 |
| X |
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Searchlight II GWN, L.P. 745 FIFTH AVENUE, 27TH FLOOR NEW YORK, NY 10151 |
| X |
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Searchlight II GWN GP, LLC 745 FIFTH AVENUE, 27TH FLOOR NEW YORK, NY 10151 |
| X |
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Signatures
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Searchlight Capital Partners II GP, LLC, By: /s/ Andrew Frey, authorized person | | 5/19/2021 |
**Signature of Reporting Person | Date |
Searchlight Capital Partners II GP, LP, By: Searchlight Capital Partners II GP, LLC , its general partner, By: /s/ Andrew Frey, authorized person | | 5/19/2021 |
**Signature of Reporting Person | Date |
Searchlight Capital II PV, L.P., By: Searchlight Capital Partners II GP, LP, its general partner, By: Searchlight Capital Partners II GP LLC, its general partner, By: /s/ Andrew Frey, authorized person | | 5/19/2021 |
**Signature of Reporting Person | Date |
Searchlight Capital II, L.P., By: Searchlight Capital Partners II GP, LP, its general partner, By: Searchlight Capital Partners II GP, LLC, its general partner, By: /s/ Andrew Frey, authorized person | | 5/19/2021 |
**Signature of Reporting Person | Date |
Searchlight II GWN, L.P., By: Searchlight II GWN GP, LLC, its general partner, By: /s/ Andrew Frey, authorized person | | 5/19/2021 |
**Signature of Reporting Person | Date |
Searchlight II GWN GP, LLC, By: /s/ Andrew Frey, authorized person | | 5/19/2021 |
**Signature of Reporting Person | Date |
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