Madison Dearborn Partners Form 4 Change in insider ownership

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^*

MADISON DEARBORN PARTNERS LLC

(Last)

(First)

(Middle)

C/O MADISON DEARBORN PARTNERS, LLC

70 W. MADISON STREET, SUITE 4600

(Street)

CHICAGO

60602

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/09/2019

4. 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 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 D Common Stock, par value $0.0001 per share	12/09/2019		D⁽¹⁾		3,313,188	D	⁽¹⁾	302,344	I	See Footnotes⁽³⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾
Class D Common Stock, par value $0.0001 per share	12/09/2019		D⁽¹⁾		34,144	D	⁽¹⁾	3,113	I	See Footnotes⁽⁴⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾
Class D Common Stock, par value $0.0001 per share	12/09/2019		J⁽²⁾		652,668	D	⁽²⁾	59,554	I	See Footnotes⁽⁵⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾
Class D Common Stock, par value $0.0001 per share	12/09/2019		D⁽¹⁾		652,668	D	⁽¹⁾	0	D⁽⁶⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾
Class A Common Stock, par value $0.0001 per share								652,500	I	See Footnotes⁽⁷⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾
Class D Common Stock, par value $0.0001 per share								3,346,467	I	See Footnotes⁽⁸⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾

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)
Units of EVO Investco, LLC	⁽⁹⁾	12/09/2019		D⁽¹⁰⁾			3,313,188	⁽⁹⁾	⁽⁹⁾	Class A Common Stock, $0.0001 par value	3,313,188	$27.355	302,344	I	See Footnotes⁽³⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾
Units of EVO Investco, LLC	⁽⁹⁾	12/09/2019		D⁽¹⁰⁾			34,144	⁽⁹⁾	⁽⁹⁾	Class A Common Stock, $0.0001 par value	34,144	$27.355	3,113	I	See Footnotes⁽⁴⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾
Units of EVO Investco, LLC	⁽⁹⁾	12/09/2019		J⁽²⁾			652,668	⁽⁹⁾	⁽⁹⁾	Class A Common Stock, $0.0001 par value	652,668	⁽²⁾	59,554	I	See Footnotes⁽⁵⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾
Units of EVO Investco, LLC	⁽⁹⁾	12/09/2019		D⁽¹¹⁾			652,668	⁽⁹⁾	⁽⁹⁾	Class A Common Stock, $0.0001 par value	652,668	$27.355⁽¹¹⁾	0	D⁽⁶⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾
Units of EVO Investco, LLC	⁽⁹⁾							⁽⁹⁾	⁽⁹⁾	Class A Common Stock, $0.0001 par value	3,346,467		3,346,467	I	See Footnotes⁽⁸⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾

1. Name and Address of Reporting Person^*

MADISON DEARBORN PARTNERS LLC

(Last)

(First)

(Middle)

C/O MADISON DEARBORN PARTNERS, LLC

70 W. MADISON STREET, SUITE 4600

(Street)

CHICAGO

60602

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

MADISON DEARBORN PARTNERS VI-A&C, L.P.

(Last)

(First)

(Middle)

C/O MADISON DEARBORN PARTNERS, LLC

70 W. MADISON STREET, SUITE 4600

(Street)

CHICAGO

60602

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Madison Dearborn Capital Partners VI-C, L.P.

(Last)

(First)

(Middle)

C/O MADISON DEARBORN PARTNERS, LLC

70 W. MADISON STREET, SUITE 4600

(Street)

CHICAGO

60602

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

MADISON DEARBORN PARTNERS VI-B, L.P.

(Last)

(First)

(Middle)

C/O MADISON DEARBORN PARTNERS, LLC

70 W. MADISON STREET, SUITE 4600

(Street)

CHICAGO

60602

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Madison Dearborn Capital Partners VI-B, L.P.

(Last)

(First)

(Middle)

C/O MADISON DEARBORN PARTNERS, LLC

70 W. MADISON STREET, SUITE 4600

(Street)

CHICAGO

60602

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

MADISON DEARBORN CAPITAL PARTNERS VI EXECUTIVE-B, L.P.

(Last)

(First)

(Middle)

C/O MADISON DEARBORN PARTNERS, LLC

70 W. MADISON STREET, SUITE 4600

(Street)

CHICAGO

60602

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

MDCP CARDSERVICES LLC

(Last)

(First)

(Middle)

C/O MADISON DEARBORN PARTNERS, LLC

70 W. MADISON STREET, SUITE 4600

(Street)

CHICAGO

60602

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

MDCP VI-C CARDSERVICES BLOCKER CORP.

(Last)

(First)

(Middle)

C/O MADISON DEARBORN PARTNERS, LLC

70 W. MADISON STREET, SUITE 4600

(Street)

CHICAGO

60602

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

MDCP VI-C CARDSERVICES SPLITTER, L.P.

(Last)

(First)

(Middle)

C/O MADISON DEARBORN PARTNERS, LLC

70 W. MADISON STREET, SUITE 4600

(Street)

CHICAGO

60602

(City)

(State)

(Zip)

Explanation of Responses:

1. Reflects the cancellation for no consideration of Class D Common Stock in connection with the sale and transfer of a corresponding number of units of EVO Investco, LLC ("EVO LLC") to EVO Payments, Inc. (the "Issuer"), pursuant to an Exchange Agreement among the Issuer and certain of the reporting persons (the "Exchange Agreement").

2. Reflects the pro rata distribution for no consideration of these securities by MDCP VI-C Cardservices Splitter, L.P. ("Splitter") to MDCP VI-C Cardservices Blocker Corp. ("Blocker").

3. These securities are held of record by Madison Dearborn Capital Partners VI-B, L.P. ("MDCP VI-B").

4. These securities are held of record by Madison Dearborn Capital Partners VI Executive-B, L.P. ("MDCP Exec VI-B").

5. These securities are held of record by Splitter.

6. Following the disposition of these securities to the Issuer, Blocker does not own any securities of record but is the indirect beneficial owner of the securities owned of record by Splitter as described in Footnote (12).

7. These securities are held of record by Madison Dearborn Capital Partners VI-C, L.P. ("MDCP VI-C").

8. These securities are held of record by MDCP Cardservices, LLC ("MDCP Cardservices").

9. Units of EVO 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 the Exchange Agreement.

10. Reflects the sale of units of EVO LLC to the Issuer pursuant to the Exchange Agreement and in accordance with the Registration Rights Agreement among the Issuer and the stockholders party thereto, including the reporting persons.

11. Reflects the transfer of units by Blocker to the Issuer upon the Issuer's exercise of a related call option purchased from MDCP VI-C, for an aggregate price of $27.355, representing the price per unit of the call option and the exercise price thereunder.

12. 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 the call option issued by 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.

13. (Continued from Footnote (12)) 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 unanimous 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.

14. 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 4 is filed by more than one reporting person and is a joint filing with the Form 4 filed by Messrs. Paul J. Finnegan and Samuel M. Mencoff on December 11, 2019 and relates to the same holdings. Each of the reporting persons may be deemed a director by deputization as a result of Mr. Vahe A. Dombalagian, a Managing 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.

	/s/ Annie S. Terry as Attorney-in-Fact	12/11/2019
	** 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).
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Madison Dearborn Partners Form 4Change in insider ownership