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^*

FINNEGAN PAUL J

(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)

	Form filed by One Reporting Person
X	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⁾

1. Name and Address of Reporting Person^*

FINNEGAN PAUL J

(Last)

(First)

(Middle)

C/O MADISON DEARBORN PARTNERS, LLC

70 WEST MADISON STREET, SUITE 4600

(Street)

CHICAGO

60602

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

MENCOFF SAMUEL M

(Last)

(First)

(Middle)

C/O MADISON DEARBORN PARTNERS, LLC

70 W. MADISON STREET, SUITE 4600

(Street)

CHICAGO

60602

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

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.

9. Each of the reporting persons disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein.

Remarks:

This Form 3 is filed by more than one Reporting Person and is a joint filing with the Form 3 filed by Madison Dearborn Partners, LLC, Madison Dearborn Partners VI-A&C, L.P., Madison Dearborn Partners VI-B, L.P., Madison Dearborn Capital Partners VI-C, L.P., Madison Dearborn Capital Partners VI-B, L.P., Madison Dearborn Capital Partners VI Executive-B, L.P., MDCP Cardservices, LLC, MDCP VI-C Cardservices Splitter, L.P. and MDCP VI-C Cardservices Blocker Corp. on May 22, 2018 and relates to the same holdings. Each of the reporting persons may be deemed a director by deputization as a result of Messrs. Vahe A. Dombalagian and Matthew W. Raino, Managing Directors of MDP LLC, and Mr. Brendan T. Barrett, a Director of MDP LLC, serving on the board of directors of the Issuer, and as a result of the reporting persons having the right to nominate directors to the board of the Issuer pursuant to a Director Nomination Agreement. 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).
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