SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Goldman David L

(Last)

(First)

(Middle)

10 GLENLAKE PARKWAY, SOUTH TOWER,

SUITE 950

(Street)

ATLANTA

30328

(City)

(State)

(Zip)

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP Business Dev. & Strategy

3. Date of Earliest Transaction (Month/Day/Year)
03/24/2023

4. 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

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	03/24/2023		D		49,723	D	⁽¹⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽³⁾	03/24/2023		D			3,956	⁽¹⁾	⁽¹⁾	Class A Common Stock	3,956	⁽¹⁾	0	D
Restricted Stock Units	⁽³⁾	03/24/2023		D			7,488	⁽¹⁾⁽⁴⁾	⁽¹⁾	Class A Common Stock	7,488	⁽¹⁾	0	D
Restricted Stock Units	⁽³⁾	03/24/2023		D			14,071	⁽¹⁾	⁽¹⁾	Class A Common Stock	14,071	⁽¹⁾	0	D
Performance Stock Units	⁽³⁾	03/24/2023		D			13,156	⁽⁵⁾	⁽²⁾	Class A Common Stock	13,156	⁽²⁾	0	D
Performance Stock Units	⁽³⁾	03/24/2023		D			10,553	⁽⁶⁾	⁽²⁾	Class A Common Stock	10,553	⁽²⁾	0	D
Options (right to buy)	$25.28	03/24/2023		D			12,331	02/28/2024	02/28/2030	Class A Common Stock	12,331	⁽⁸⁾	0	D
Options (right to buy)	$25.46	03/24/2023		D			13,173	⁽⁷⁾	02/26/2031	Class A Common Stock	13,173	⁽⁸⁾	0	D

Explanation of Responses:

1. As of the Transaction Date and pursuant to a merger agreement between the Issuer and Global Payments Inc. (the "Merger Agreement"), RSUs were canceled in exchange for a total cash payment of $867,510, representing the number of shares multiplied by the applicable consideration amount required in the Merger Agreement. The cash payment includes $134,504.00 for 3,956 units (which would have vested on the fourth anniversary of 2/28/2020), $254,592.00 for 7,488 units, and $478,414.00 for 14,071 units (which would have ratably vested on the second and third anniversary of 2/24/2022). Vested shares were also canceled and provided consideration pursuant to the Merger Agreement.

2. As of the Transaction Date and pursuant to the Merger Agreement, PSUs were canceled in exchange for a total cash payment of $806,106.00, representing the number of shares multiplied by the applicable consideration amount required in the Merger Agreement. The cash payment includes $447,304.00 for 13,156 units and $358,802 for 10,553 units.

3. Upon vesting, restricted stock units and performance stock units convert to shares of Issuer common stock on a one-for-one basis.

4. The RSU grant provided for vesting of 7,488 units on the third anniversary of 2/26/2021.

5. The PSU grant provided for vesting of 13,156 units on 2/24/2025, subject to satisfying additional performance conditions.

6. The PSU grant provided for vesting of 10,553 units on 3/31/2025, subject to satisfying additional performance conditions.

7. The options grant provided for vesting of 13,173 units on the third anniversary of 2/26/2021.

8. As of the Transaction Date and pursuant to the Merger Agreement, option rights were canceled in exchange for a total cash payment of $220,023.74, representing the number of shares multiplied by the applicable consideration amount required in the Merger Agreement. The cash payment includes $107,526.32 for 12,331 units and $112,497.42 for 13,173 units.

Remarks:

	/s/ Steven J. de Groot, Attorney-in-Fact	03/28/2023
	** 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 4 (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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