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*
Tansill Brendan F

(Last) (First) (Middle)
10 GLENLAKE PARKWAY, SOUTH TOWER,
SUITE 950

(Street)
ATLANTA GA 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)
President, The Americas
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)
Code V Amount (A) or (D) Price
Class A Common Stock 03/24/2023 D 90,183 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (3) 03/24/2023 D 6,577 (1) (1) Class A Common Stock 6,577 (1) 0 D
Restricted Stock Units (3) 03/24/2023 D 12,844 (1)(4) (1) Class A Common Stock 12,844 (1) 0 D
Restricted Stock Units (3) 03/24/2023 D 21,810 (1) (1) Class A Common Stock 21,810 (1) 0 D
Performance Stock Units (3) 03/24/2023 D 20,392 (5) (2) Class A Common Stock 20,392 (2) 0 D
Performance Stock Units (3) 03/24/2023 D 16,357 (6) (2) Class A Common Stock 16,357 (2) 0 D
Options (right to buy) $25.28 03/24/2023 D 20,500 02/28/2024 02/28/2030 Class A Common Stock 20,500 (8) 0 D
Options (right to buy) $25.46 03/24/2023 D 22,595 (7) 02/26/2031 Class A Common Stock 22,595 (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 $1,401,854.00, representing the number of shares multiplied by the applicable consideration amount required in the Merger Agreement. The cash payment includes $223,618.00 for 6,577 units (which would have vested on the fourth anniversary of 2/28/2020), $436,696.00 for 12,844 units, and $741,540.00 for 21,810 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 $1,249,466.00, representing the number of shares multiplied by the applicable consideration amount required in the Merger Agreement. The cash payment includes $693,328.00 for 20,392 units and $556,138.00 for 16,357 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 12,844 units on the third anniversary of 2/26/2021.
5. The PSU grant provided for vesting of 20,392 units on 2/24/2025, subject to satisfying additional performance conditions.
6. The PSU grant provided for vesting of 16,357 units on 3/31/2025, subject to satisfying additional performance conditions.
7. The options grant provided for vesting of 20,500 units on the fourth anniversary of 2/28/2020 and 22,595 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 $371,721.30, representing the number of shares multiplied by the applicable consideration amount required in the Merger Agreement. The cash payment includes $178,760.00 for 20,500 units and $192,961.30 for 22,595 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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