SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

Barrett Brendan T

(Last)

(First)

(Middle)

C/O MADISON DEARBORN PARTNERS, LLC

70 WEST MADISON STREET, SUITE 4600

(Street)

CHICAGO

60602

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/22/2018

3. Issuer Name and Ticker or Trading Symbol
EVO Payments, Inc. [ EVOP ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock, $0.0001 par value	652,500	I	See Footnotes⁽¹⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾
Class D Common Stock, $0.0001 par value	15,832,915	I	See Footnotes⁽²⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾
Class D Common Stock, $0.0001 par value	163,161	I	See Footnotes⁽³⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾
Class D Common Stock, $0.0001 par value	3,346,467	I	See Footnotes⁽⁴⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾
Class D Common Stock, $0.0001 par value	3,118,935	I	See Footnotes⁽⁵⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Units of EVO Investco, LLC	⁽⁶⁾	⁽⁶⁾	Class A Common Stock, $0.0001 par value	15,832,915	⁽⁶⁾	I	See Footnotes⁽²⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾
Units of EVO Investco, LLC	⁽⁶⁾	⁽⁶⁾	Class A Common Stock, $0.0001 par value	163,161	⁽⁶⁾	I	See Footnotes⁽³⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾
Units of EVO Investco, LLC	⁽⁶⁾	⁽⁶⁾	Class A Common Stock, $0.0001 par value	3,346,467	⁽⁶⁾	I	See Footnotes⁽⁴⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾
Units of EVO Investco, LLC	⁽⁶⁾	⁽⁶⁾	Class A Common Stock, $0.0001 par value	3,118,935	⁽⁶⁾	I	See Footnotes⁽⁵⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾

Explanation of Responses:

1. The shares of Class A common stock of EVO Payments, Inc. (the "Issuer") are held of record by Madison Dearborn Capital Partners VI-C, L.P. ("MDCP VI-C").

2. These securities are held of record by Madison Dearborn Capital Partners VI-B, L.P. ("MDCP VI-B").

3. These securities are held of record by Madison Dearborn Capital Partners VI Executive-B, L.P. ("MDCP Exec VI-B").

4. These securities are held of record by MDCP Cardservices, LLC ("MDCP Cardservices").

5. These securities are held of record by MDCP VI-C Cardservices Splitter, L.P. ("Splitter").

6. Units of EVO Investco, LLC are exchangeable, together with an equal number of shares of Class D common stock of the Issuer, on a one-for-one basis for shares of Class A common stock of the Issuer pursuant to an exchange agreement between the Issuer and certain of the reporting persons (the "Exchange Agreement").

7. MDCP VI-B may be deemed to share beneficial ownership of the securities held by MDCP Cardservices, as its controlling member. Madison Dearborn Partners VI-B, L.P. ("MDP VI-B") may be deemed to share beneficial ownership of the securities held by MDCP VI-B, MDCP Exec VI-B and Splitter, as each of their general partners. MDCP VI-C may be deemed to share beneficial ownership of the securities held by Splitter to the extent of its pecuniary interest therein by virtue of the rights granted with respect to the disposition of such securities under the Exchange Agreement and a call option issued by MDCP VI-C Cardservices Blocker Corp. ("Blocker"). Blocker may be deemed to share beneficial ownership of the securities held by Splitter to the extent of its pecuniary interest therein by virtue of the rights granted with respect to the disposition of such securities under the call option.

8. (Continued from Footnote (7)) Madison Dearborn Partners VI-A&C, L.P. ("MDP VI-A&C"), as the general partner of MDCP VI-C, may be deemed the beneficial owner of the securities beneficially owned by MDCP VI-C. Madison Dearborn Partners, LLC ("MDP LLC"), as the general partner of each of MDP VI-B and MDP VI-A&C may be deemed to share beneficial ownership of the reported securities. As the sole members of the limited partner committees of MDP VI-B and MDP VI-A&C, which have the power, acting by majority vote, to vote or dispose of the securities beneficially owned by MDP VI-B and MDP VI-A&C, respectively, Paul J. Finnegan and Samuel M. Mencoff may be deemed to have shared voting and investment power over such securities. Each of the entities and persons named herein disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein.

9. Mr. Brendan T. Barrett is a Director of MDP LLC and maybe deemed to share beneficial ownership of the reported securities. Mr. Barrett disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. The record and other beneficial owners of the reported securities have separately filed Form 3's.

Remarks:

Exhibit 24.1 - Power of Attorney

	/s/ Annie S. Terry as Attorney-In-Fact	05/22/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** 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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