Form 4 for FOUR Shift4 Payments, Inc.
Accepted 2023-02-27 00:00:00 ET · period of report 2023-02-27 · accession 0000899243-23-006224 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DI | 2023-02-27 | 2023-02-27 | FOUR | Isaacman Jared | COB, CEO, Dir, 10% | C - Cnv Deriv | $0.00 | +2.00M | 2.00M | New | $0 |
| DMI | 2023-02-27 | 2023-02-27 | FOUR | Isaacman Jared | COB, CEO, Dir, 10% | J - Other | $0.00 | -4.00M | 0 | -100% | $0 |
| DI | 2023-02-27 | 2023-02-27 | FOUR | Isaacman Jared | COB, CEO, Dir, 10% | C - Cnv Deriv | $0.00 | -2.00M | 23.83M | -8% | $0 |
| DI | 2023-02-27 | 2023-02-27 | FOUR | Isaacman Jared | COB, CEO, Dir, 10% | J - Other | — | -2.00M | 0 | -100% | — |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Class A Common Stock | 2023-02-27 | C | A | 2,000,000 | $0.00 | 2,000,000 | I See footnotes | — | — | (F3) 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. (F2) Represents securities held of record by Rook SPV 1, LLC ("Rook SPV"). |
| 2 | Common | Class B Common Stock | 2023-02-27 | J | D | 2,000,000 | $0.00 | 23,829,016 | I See footnotes | — | — | (F3) 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. (F2) Represents securities held of record by Rook SPV 1, LLC ("Rook SPV"). |
| 3 | Common | Class A Common Stock | 2023-02-27 | J | D | 2,000,000 | — | 0 | I See footnotes | — | — | (F6) (Continued from footnote 5) (A) if the Settlement Price for any component is less than or equal to $73.1920 (the "Floor Price"), Rook SPV will deliver for that component the Component Shares; (B) if the Settlement Price for any component is less than or equal to $137.2350 (the "Cap Price"), but greater than the Floor Price, Rook SPV will deliver for that component a number of Class A Common Stock equal to (i) the Component Shares, multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is the Settlement Price; and (C) if the Settlement Price for any component is greater than the Cap Price, Rook SPV will deliver for that component a number of shares equal to (i) the Component Shares, multiplied by (ii) a fraction, the numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and the denominator of which is the Settlement Price, in each case rounded up to the nearest whole share. (F5) From February 27, 2023 to April 7, 2023 (the "Settlement Period"), Rook SPV is scheduled to settle the Transaction with the Counterparty, relating to 2,000,000 shares of Shift4 Payments, Inc.'s Class A common stock (the "Class A Common Stock") in accordance with the following Transaction terms previously agreed upon as of March 16, 2021 and reported on March 18, 2021. The Transaction is divided into 30 individual components (each comprising 66,667 shares (or 66,666 in the case of the first 10 valuation dates) (the "Component Shares") of Class A Common Stock) over the 30 scheduled trading days up to, and including, April 5, 2023 (the "Valuation Period"). The number of Class A Common Stock to be delivered to the Counterparty with respect to each component during each day of the Settlement Period will be based on the volume weighted average price per share of the Class A Common Stock for each trading day during the Valuation Period (the "Settlement Price") as follows: (F3) 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. (F2) Represents securities held of record by Rook SPV 1, LLC ("Rook SPV"). |
| 4 | Derivative | LLC Interests | 2023-02-27 | C | D | 2,000,000 | $0.00 | 23,829,016 | I See footnote | — · — to — | 2,000,000 Class A Common Stock | (F3) 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. (F2) Represents securities held of record by Rook SPV 1, LLC ("Rook SPV"). (F7) The LLC Interests generally may be redeemed by Rook SPV at any time for shares of the Issuer's 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. |
| 5 | Derivative | Forward Contract Sale (obligation to sell) | 2023-02-27 | J | D | 2,000,000 | — | 0 | I See footnote | — · — to — | 2,000,000 Class A Common Stock | (F6) (Continued from footnote 5) (A) if the Settlement Price for any component is less than or equal to $73.1920 (the "Floor Price"), Rook SPV will deliver for that component the Component Shares; (B) if the Settlement Price for any component is less than or equal to $137.2350 (the "Cap Price"), but greater than the Floor Price, Rook SPV will deliver for that component a number of Class A Common Stock equal to (i) the Component Shares, multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is the Settlement Price; and (C) if the Settlement Price for any component is greater than the Cap Price, Rook SPV will deliver for that component a number of shares equal to (i) the Component Shares, multiplied by (ii) a fraction, the numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and the denominator of which is the Settlement Price, in each case rounded up to the nearest whole share. (F5) From February 27, 2023 to April 7, 2023 (the "Settlement Period"), Rook SPV is scheduled to settle the Transaction with the Counterparty, relating to 2,000,000 shares of Shift4 Payments, Inc.'s Class A common stock (the "Class A Common Stock") in accordance with the following Transaction terms previously agreed upon as of March 16, 2021 and reported on March 18, 2021. The Transaction is divided into 30 individual components (each comprising 66,667 shares (or 66,666 in the case of the first 10 valuation dates) (the "Component Shares") of Class A Common Stock) over the 30 scheduled trading days up to, and including, April 5, 2023 (the "Valuation Period"). The number of Class A Common Stock to be delivered to the Counterparty with respect to each component during each day of the Settlement Period will be based on the volume weighted average price per share of the Class A Common Stock for each trading day during the Valuation Period (the "Settlement Price") as follows: (F3) 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. (F2) Represents securities held of record by Rook SPV 1, LLC ("Rook SPV"). |