SC 13G 1 d127578dsc13g.htm SC 13G SC 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

 

 

SHIFT4 PAYMENTS, INC.

(Name of Issuer)

Class A Common Stock, $0.0001 par value per share

(Title of Class of Securities)

82452J109

(CUSIP Number)

December 31, 2020

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

☐

Rule 13d-1(b)

 

☐

Rule 13d-1(c)

 

☒

Rule 13d-1(d)

 

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Jared Isaacman

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ☐        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

    5    

SOLE VOTING POWER

 

30,454,362 (1)(2)

   6   

SHARED VOTING POWER

 

0

   7   

SOLE DISPOSITIVE POWER

 

30,454,362 (1)(2)

   8   

SHARED DISPOSITIVE POWER

 

0

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

30,454,362 (1)(2)

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

 

☐

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

43.4% (3)(4)(5)

12  

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

(1)   Consists of (i) 25,829,016 common units of Shift4 Payments, LLC (“LLC Interests”) held by Rook Holdings Inc. (“Rook”), (ii) 25,829,016 shares of Class B common stock held by Rook and (iii) 4,625,346 shares of Class C common stock held by Rook. As the sole stockholder of Rook, Mr. Isaacman may be deemed to have sole voting and investment power with respect to such securities.

(2)   Each LLC Interest is convertible at any time into one share of Class A common stock. Shares of Class B common stock cannot be converted into Class A common stock. Shares of Class C common stock cannot be unilaterally converted into Class A common stock; however, if any shares of Class C common stock are transferred to a party other than Searchlight Capital Partners, L.P., certain of its affiliated funds, Rook, or permitted transferees of any of the foregoing, such shares would automatically convert into shares of Class A common stock on a one-for-one basis.

(3)   Based on the aggregate number LLC Interests and shares of Class C common stock beneficially owned by Mr. Isaacman, which are treated as converted into Class A common stock only for purposes of computing the percentage ownership of the Reporting Person.

(4)   Each share of Class A common stock is entitled to one vote, each share of Class B common stock is entitled to ten votes, each share of Class C common stock is entitled to ten votes, and each LLC Interest has no voting power. The percentage reported does not reflect the votes of the Class B common stock or the ten for one voting power of the Class C common stock.

(5)   Based on 39,737,950 shares of Class A Common Stock outstanding as of December 31, 2020, as reported by Shift4 Payments, Inc. (the “Issuer”) to the Reporting Person, plus the number of LLC Interests and shares of Class C common stock beneficially owned by Mr. Isaacman, which are treated as converted into Class A common stock only for the purpose of computing the percentage ownership of the Reporting Person, totaling 70,192,312 shares of Class A common stock.

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Rook Holdings Inc.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ☐        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

    5    

SOLE VOTING POWER

 

30,454,362 (1)(2)

   6   

SHARED VOTING POWER

 

0

   7   

SOLE DISPOSITIVE POWER

 

30,454,362 (1)(2)

   8   

SHARED DISPOSITIVE POWER

 

0

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

30,454,362 (1)(2)

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

 

☐

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

43.4% (3)(4)(5)

12  

TYPE OF REPORTING PERSON (See Instructions)

 

CO

 

(1)

Consists of (i) 25,829,016 LLC Interests held by Rook, (ii) 25,829,016 shares of Class B common stock held by Rook and (iii) 4,625,346 shares of Class C common stock held by Rook. As the sole stockholder of Rook, Mr. Isaacman may be deemed to have sole voting and investment power with respect to such securities.

(2)

Each LLC Interest is convertible at any time into one share of Class A common stock. Shares of Class B common stock cannot be converted into Class A common stock. Shares of Class C common stock cannot be unilaterally converted into Class A common stock; however, if any shares of Class C common stock are transferred to a party other than Searchlight Capital Partners, L.P., certain of its affiliated funds, Rook, or permitted transferees of any of the foregoing, such shares would automatically convert into shares of Class A common stock on a one-for-one basis.

(3)

Based on the aggregate number LLC Interests and shares of Class C common stock held by Rook, which are treated as converted into Class A common stock only for purposes of computing the percentage ownership of the Reporting Person.

(4)

Each share of Class A common stock is entitled to one vote, each share of Class B common stock is entitled to ten votes, each share of Class C common stock is entitled to ten votes, and each LLC Interest has no voting power. The percentage reported does not reflect the votes of the Class B common stock or the ten for one voting power of the Class C common stock.

(5)

Based on 39,737,950 shares of Class A Common Stock outstanding as of December 31, 2020, as reported by the Issuer to the Reporting Person, plus the number of LLC Interests and shares of Class C common stock held by Rook, which are treated as converted into Class A common stock only for the purpose of computing the percentage ownership of the Reporting Person, totaling 70,192,312 shares of Class A common stock.

Item 1(a).

Name of Issuer:

Shift4 Payments, Inc., a Delaware corporation

 

Item 1(b).

Address of Issuer’s Principal Executive Offices:

2202 N. Irving St., Allentown, Pennsylvania 18109

 

Item 2(a).

Name of Filing Person:

This statement is filed by:

 

  (i)

Jared Isaacman; and

 

  (ii)

Rook Holdings, Inc., a Delaware corporation.

 

Item 2(b).

Address of Principal Business Office or, if none, Residence:

The address of the principal business office of the Reporting Persons is 2202 N. Irving St., Allentown, Pennsylvania 18109

 

Item 2(c).

Citizenship:

Mr. Isaacman is a citizen of the United States of America. Rook is a Delaware corporation.

 

Item 2(d).

Title of Class of Securities:

Class A Common Stock, par value $0.0001

 

Item 2(e).

CUSIP Number:

82452J109

 

Item 3.

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

  (a)

☐ Broker or dealer registered under Section 15 of the Act.

 

  (b)

☐ Bank as defined in section 3(a)(6) of the Act.

 

  (c)

☐ Insurance company as defined in section 3(a)(19) of the Act.

 

  (d)

☐ Investment company registered under section 8 of the Investment Company Act of 1940.

 

  (e)

☐ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).

 

  (f)

☐ An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).

 

  (g)

☐ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).

 

  (h)

☐ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

 

  (i)

☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940.

 

  (j)

☐ Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ___

Item 4.

Ownership:

 

  A.

Jared Isaacman

(a) Amount beneficially owned: 30,454,362 (1)(2)

(b) Percent of class: 43.4% (3)(4)(5)

(c) Number of shares as to which such person has:

(i) Sole power to vote or direct the vote: 30,454,362 (1)(2)

(ii) Shared power to vote or direct the vote: 0

(iii) Sole power to dispose or direct the disposition: 30,454,362 (1)(2)

(iv) Shared power to dispose or direct the disposition: 0

 

  B.

Rook Holdings, Inc.

(a) Amount beneficially owned: 30,454,362 (1)(2)

(b) Percent of class: 43.4% (3)(4)(5)

(c) Number of shares as to which such person has:

(i) Sole power to vote or direct the vote: 30,454,362 (1)(2)

(ii) Shared power to vote or direct the vote: 0

(iii) Sole power to dispose or direct the disposition: 30,454,362 (1)(2)

(iv) Shared power to dispose or direct the disposition: 0

 

(1)

Consists of (i) 25,829,016 units of LLC Interests held by Rook, (ii) 25,829,016 shares of Class B common stock held by Rook and (iii) 4,625,346 shares of Class C common stock held by Rook. As the sole stockholder of Rook, Mr. Isaacman may be deemed to have sole voting and investment power with respect to such securities.

(2)

Each LLC Interest is convertible at any time into one share of Class A common stock. Shares of Class B common stock cannot be converted into Class A common stock. Shares of Class C common stock cannot be unilaterally converted into Class A common stock; however, if any shares of Class C common stock are transferred to a party other than Searchlight Capital Partners, L.P., certain of its affiliated funds, Rook, or permitted transferees of any of the foregoing, such shares would automatically convert into shares of Class A common stock on a one-for-one basis.

(3)

Based on the aggregate number LLC Interests and shares of Class C common stock beneficially owned by Mr. Isaacman, which are treated as converted into Class A common stock only for purposes of computing the percentage ownership of the Reporting Person.

(4)

Each share of Class A common stock is entitled to one vote, each share of Class B common stock is entitled to ten votes, each share of Class C common stock is entitled to ten votes, and each LLC Interest has no voting power. The percentage reported does not reflect the votes of the Class B common stock or the ten for one voting power of the Class C common stock.

(5)

Based on 39,737,950 shares of Class A Common Stock outstanding as of December 31, 2020, as reported by the Issuer to the Reporting Person, plus the number of LLC Interests and shares of Class C common stock beneficially owned by Mr. Isaacman, which are treated as converted into Class A common stock only for the purpose of computing the percentage ownership of the Reporting Person, totaling 70,192,312 shares of Class A common stock.

 

Item 5.

Ownership of Five Percent or Less of a Class:

If this statement is being filed to report the fact that as of the date hereof the Reporting Person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [ ].

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person:

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group:

Not applicable.

Item 9.

Notice of Dissolution of Group:

Not applicable.

 

Item 10.

Certification:

Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 16, 2021

 

/s/ Jared Isaacman

Jared Isaacman, Individually

 

ROOK HOLDINGS, INC.
By:   /s/ Jared Isaacman
Name:   Jared Isaacman
Title:   President

Exhibit Index

 

99.1    Joint Filing Agreement, dated February 16, 2021, by and among Jared Isaacman and Rook Holdings, Inc.