InsiderTrades

Form 4 for FOUR Shift4 Payments, Inc.

Accepted 2024-06-28 00:00:00 ET · period of report 2024-06-28 · accession 0000950170-24-079138 · 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
DMI 2024-06-28 2024-06-28 FOUR Isaacman Jared COB, CEO, Dir, 10% J - Other $0.00 -8.88M 21.65M -29% $0
DMI 2024-06-28 2024-06-28 FOUR Isaacman Jared COB, CEO, Dir, 10% C - Cnv Deriv $0.00 +4.44M 2.18M New $0
DMI 2024-06-28 2024-06-28 FOUR Isaacman Jared COB, CEO, Dir, 10% J - Other — -4.44M 0 -100% —
DMI 2024-06-28 2024-06-28 FOUR Isaacman Jared COB, CEO, Dir, 10% C - Cnv Deriv $0.00 -4.44M 21.65M -17% $0

Purchase Sale Sale after option exercise All abbreviations

Every reported transaction

#TableSecurityDateCodeA/DSharesPriceOwned afterOwnExercise / expiryUnderlyingFootnotes
1 Common Class A Common Stock 2024-06-28 J D 2,259,247 — 0 I See footnotes — — (F7) From June 28, 2024 to September 9, 2024 (the "T-2 Settlement Period"), Rook SPV is scheduled to settle one of the Transactions with the Counterparty, relating to 2,259,247 shares of Class A Common Stock in accordance with the following Transaction terms previously agreed upon as of September 7, 2021 and previously reported on September 8, 2021. The Transaction is divided into 50 individual components (each comprising 45,185 shares (or 45,184 in the case of the first 3 valuation dates) (the "T-2 Component Shares") of Class A Common Stock) over the 50 scheduled trading days up to, and including, September 6, 2024 (the "T-2 Valuation Period. The number of shares of Class A Common Stock to be delivered to the Counterparty with respect to each component during each day of the T-2 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 T-2 Valuation Period (the "T-2 Settlement Price") as follows: (F9) (Continued from footnote 8) (ii) a fraction, the numerator of which is the sum of (x) the T-2 Floor Price and (y) the T-2 Settlement Price minus the T-2 Cap Price, and the denominator of which is the T-2 Settlement Price, in each case rounded down to the nearest whole share (with a cash payment in lieu of such fractional share). The 2,259,247 number of securities and derivative securities listed in the above tables represent the maximum number of shares of Class A Common Stock deliverable under such Transaction, and to the extent a lesser number of such shares are deliverable under such Transaction as described in this paragraph, Rook SPV will retain such remaining number of shares of Class B Common Stock and LLC Interests that were previously pledged to Counterparty. (F8) (Continued from footnote 7) (A) if the T-2 Settlement Price for any component is less than or equal to $66.4240 (the "T-2 Floor Price"), Rook SPV will deliver for that component the T-2 Component Shares; (B) if the T-2 Settlement Price for any component is less than or equal to $120.3935 (the "T-2 Cap Price"), but greater than the T-2 Floor Price, Rook SPV will deliver for that component a number of shares of Class A Common Stock equal to (i) the T-2 Component Shares, multiplied by a fraction, the numerator of which is the T-2 Floor Price and the denominator of which is the T-2 Settlement Price; and (C) if the T-2 Settlement Price for any component is greater than the T-2 Cap Price, Rook SPV will deliver for that component a number of shares equal to (i) the T-2 Component Shares, multiplied by (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. (F1) Represents securities held of record by Rook SPV 2, LLC ("Rook SPV").
2 Common Class B Common Stock 2024-06-28 J D 2,259,247 $0.00 19,390,785 I See footnotes — — (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. (F1) Represents securities held of record by Rook SPV 2, LLC ("Rook SPV").
3 Common Class A Common Stock 2024-06-28 C A 2,259,247 $0.00 2,259,247 I See footnotes — — (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. (F1) Represents securities held of record by Rook SPV 2, LLC ("Rook SPV").
4 Common Class A Common Stock 2024-06-28 J D 2,178,984 — 0 I See footnotes — — (F4) From June 28, 2024 to September 9, 2024 (the "T-1 Settlement Period"), Rook SPV is scheduled to settle one of the Transactions with the Counterparty, relating to 2,178,984 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 September 7, 2021 and previously reported on September 8, 2021. The Transaction is divided into 50 individual components (each comprising 43,580 shares (or 43,579 in the case of the first 16 valuation dates) (the "T-1 Component Shares") of Class A Common Stock) over the 50 scheduled trading days up to, and including, September 6, 2024 (the "T-1 Valuation Period"). (F5) (Continued from footnote 4) The number of shares of Class A Common Stock to be delivered to the Counterparty with respect to each component during each day of the T-1 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 T-1 Valuation Period (the "T-1 Settlement Price") as follows: (A) if the T-1 Settlement Price for any component is less than or equal to $66.4240 (the "T-1 Floor Price"), Rook SPV will deliver for that component the T-1 Component Shares; (B) if the T-1 Settlement Price for any component is less than or equal to $112.0905 (the "T-1 Cap Price"), but greater than the T-1 Floor Price, Rook SPV will deliver for that component a number of shares of Class A Common Stock equal to (i) the T-1 Component Shares, multiplied by a fraction, the numerator of which is the T-1 Floor Price and the denominator of which is the T-1 Settlement Price; (F6) (Continued from footnote 5) and (C) if the T-1 Settlement Price for any component is greater than the T-1 Cap Price, Rook SPV will deliver for that component a number of shares equal to (i) the T-1 Component Shares, multiplied by (ii) a fraction, the numerator of which is the sum of (x) the T-1 Floor Price and (y) the T-1 Settlement Price minus the T-1 Cap Price, and the denominator of which is the T-1 Settlement Price, in each case rounded down to the nearest whole share (with a cash payment in lieu of such fractional share). The 2,178,984 number of securities and derivative securities listed in the above tables represent the maximum number of shares of Class A Common Stock deliverable under such Transaction, and to the extent a lesser number of such shares are deliverable under such Transaction as described in this paragraph, Rook SPV will retain such remaining number of shares of Class B Common Stock and LLC Interests that were previously pledged to Counterparty. (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. (F1) Represents securities held of record by Rook SPV 2, LLC ("Rook SPV").
5 Common Class B Common Stock 2024-06-28 J D 2,178,984 $0.00 21,650,032 I See footnotes — — (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. (F1) Represents securities held of record by Rook SPV 2, LLC ("Rook SPV").
6 Common Class A Common Stock 2024-06-28 C A 2,178,984 $0.00 2,178,984 I See footnotes — — (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. (F1) Represents securities held of record by Rook SPV 2, LLC ("Rook SPV").
7 Derivative Forward Sale Contract (obligation to sell) 2024-06-28 J D 2,259,247 — 0 I See footnote — · — to — 2,259,247 Class A Common Stock (F7) From June 28, 2024 to September 9, 2024 (the "T-2 Settlement Period"), Rook SPV is scheduled to settle one of the Transactions with the Counterparty, relating to 2,259,247 shares of Class A Common Stock in accordance with the following Transaction terms previously agreed upon as of September 7, 2021 and previously reported on September 8, 2021. The Transaction is divided into 50 individual components (each comprising 45,185 shares (or 45,184 in the case of the first 3 valuation dates) (the "T-2 Component Shares") of Class A Common Stock) over the 50 scheduled trading days up to, and including, September 6, 2024 (the "T-2 Valuation Period. The number of shares of Class A Common Stock to be delivered to the Counterparty with respect to each component during each day of the T-2 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 T-2 Valuation Period (the "T-2 Settlement Price") as follows: (F9) (Continued from footnote 8) (ii) a fraction, the numerator of which is the sum of (x) the T-2 Floor Price and (y) the T-2 Settlement Price minus the T-2 Cap Price, and the denominator of which is the T-2 Settlement Price, in each case rounded down to the nearest whole share (with a cash payment in lieu of such fractional share). The 2,259,247 number of securities and derivative securities listed in the above tables represent the maximum number of shares of Class A Common Stock deliverable under such Transaction, and to the extent a lesser number of such shares are deliverable under such Transaction as described in this paragraph, Rook SPV will retain such remaining number of shares of Class B Common Stock and LLC Interests that were previously pledged to Counterparty. (F8) (Continued from footnote 7) (A) if the T-2 Settlement Price for any component is less than or equal to $66.4240 (the "T-2 Floor Price"), Rook SPV will deliver for that component the T-2 Component Shares; (B) if the T-2 Settlement Price for any component is less than or equal to $120.3935 (the "T-2 Cap Price"), but greater than the T-2 Floor Price, Rook SPV will deliver for that component a number of shares of Class A Common Stock equal to (i) the T-2 Component Shares, multiplied by a fraction, the numerator of which is the T-2 Floor Price and the denominator of which is the T-2 Settlement Price; and (C) if the T-2 Settlement Price for any component is greater than the T-2 Cap Price, Rook SPV will deliver for that component a number of shares equal to (i) the T-2 Component Shares, multiplied by (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. (F1) Represents securities held of record by Rook SPV 2, LLC ("Rook SPV").
8 Derivative LLC Interests 2024-06-28 C D 2,259,247 $0.00 19,390,785 I See footnote — · — to — 2,259,247 Class A Common Stock (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. (F1) Represents securities held of record by Rook SPV 2, LLC ("Rook SPV"). (F10) 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.
9 Derivative Forward Sale Contract (obligation to sell) 2024-06-28 J D 2,178,984 — 0 I See footnote — · — to — 2,178,984 Class A Common Stock (F4) From June 28, 2024 to September 9, 2024 (the "T-1 Settlement Period"), Rook SPV is scheduled to settle one of the Transactions with the Counterparty, relating to 2,178,984 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 September 7, 2021 and previously reported on September 8, 2021. The Transaction is divided into 50 individual components (each comprising 43,580 shares (or 43,579 in the case of the first 16 valuation dates) (the "T-1 Component Shares") of Class A Common Stock) over the 50 scheduled trading days up to, and including, September 6, 2024 (the "T-1 Valuation Period"). (F5) (Continued from footnote 4) The number of shares of Class A Common Stock to be delivered to the Counterparty with respect to each component during each day of the T-1 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 T-1 Valuation Period (the "T-1 Settlement Price") as follows: (A) if the T-1 Settlement Price for any component is less than or equal to $66.4240 (the "T-1 Floor Price"), Rook SPV will deliver for that component the T-1 Component Shares; (B) if the T-1 Settlement Price for any component is less than or equal to $112.0905 (the "T-1 Cap Price"), but greater than the T-1 Floor Price, Rook SPV will deliver for that component a number of shares of Class A Common Stock equal to (i) the T-1 Component Shares, multiplied by a fraction, the numerator of which is the T-1 Floor Price and the denominator of which is the T-1 Settlement Price; (F6) (Continued from footnote 5) and (C) if the T-1 Settlement Price for any component is greater than the T-1 Cap Price, Rook SPV will deliver for that component a number of shares equal to (i) the T-1 Component Shares, multiplied by (ii) a fraction, the numerator of which is the sum of (x) the T-1 Floor Price and (y) the T-1 Settlement Price minus the T-1 Cap Price, and the denominator of which is the T-1 Settlement Price, in each case rounded down to the nearest whole share (with a cash payment in lieu of such fractional share). The 2,178,984 number of securities and derivative securities listed in the above tables represent the maximum number of shares of Class A Common Stock deliverable under such Transaction, and to the extent a lesser number of such shares are deliverable under such Transaction as described in this paragraph, Rook SPV will retain such remaining number of shares of Class B Common Stock and LLC Interests that were previously pledged to Counterparty. (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. (F1) Represents securities held of record by Rook SPV 2, LLC ("Rook SPV").
10 Derivative LLC Interests 2024-06-28 C D 2,178,984 $0.00 21,650,032 I See footnote — · — to — 2,178,984 Class A Common Stock (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. (F1) Represents securities held of record by Rook SPV 2, LLC ("Rook SPV"). (F10) 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.