Sidney E Harris Form 4 TOTAL SYSTEM SERVICES / SIDNEY E HARRIS ownership change

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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X

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^*

HARRIS SIDNEY E

(Last) (First) (Middle)

TOTAL SYSTEM SERVICES, INC.

P. O. BOX 2506

(Street)

COLUMBUS GA 31902-2506

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TOTAL SYSTEM SERVICES INC [ TSS ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/17/2019

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

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
Common Stock	09/17/2019		D		23,254	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
Employee Stock Option (right to buy)	$23.5	09/17/2019		D			1,193	(2)	04/30/2023	Common Stock	1,193	(2)	0	D
Employee Stock Option (right to buy)	$31.77	09/17/2019		D			7,051	(2)	04/30/2024	Common Stock	7,051	(2)	0	D
Employee Stock Option (right to buy)	$40.98	09/17/2019		D			7,546	(2)	05/10/2025	Common Stock	7,546	(2)	0	D
Employee Stock Option (right to buy)	$53.26	09/17/2019		D			6,520	(2)	05/10/2026	Common Stock	6,520	(2)	0	D

Explanation of Responses:

1. These shares were disposed of pursuant to the Merger Agreement in exchange for shares of Global Payments Inc. ("Global Payments") common stock, at a rate of .8101 shares of Global Payments common stock for each share of the Company. The closing price of Global Payments common stock on the New York Stock Exchange on the Effective Date was $163.74 per share.

2. These options, which were fully vested, were assumed by Global Payments pursuant to the Merger Agreement, on the Effective date, and replaced with Global Payments options with the same terms, provided that the number of shares of Global Payments common stock subject to each new option will be equal to the original number of shares of Company common stock subject to the option multiplied by .8101, rounded down to the nearest whole share, and the exercise price per share of each new option will be equal to the original exercise price divided by .8101, rounded up to the nearest cent.

Remarks:

	/s/ Garilou Page, Attorney-in-Fact	09/18/2019
	** 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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