Royal Cole Form 4 Worldpay / Royal Cole 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^*

Cole Royal

(Last) (First) (Middle)

C/O WORLDPAY, INC.

8500 GOVERNOR'S HILL DRIVE

(Street)

CINCINNATI OH 45249-1384

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Worldpay, Inc. [ WP ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, Head of North Am. Region

3. Date of Earliest Transaction (Month/Day/Year)
07/31/2019

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
Class A Common Stock	07/31/2019		D		57,227(1)	D	$0(2)	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)	$50.01	07/31/2019		D			7,184	(3)	02/17/2026	Class A Common Stock	7,184	$0(3)	0	D
Employee Stock Option (right to buy)	$64.34	07/31/2019		D			7,997	(4)	02/08/2027	Class A Common Stock	7,997	$0(4)	0	D
Employee Stock Option (right to buy)	$82.07	07/31/2019		D			23,894	(5)	03/02/2028	Class A Common Stock	23,894	$0(5)	0	D
Employee Stock Option (right to buy)	$97.72	07/31/2019		D			26,068	(6)	03/01/2029	Class A Common Stock	26,068	$0(6)	0	D

Explanation of Responses:

1. Includes 118 shares of Class A common stock acquired under the Worldpay, Inc. Employee Stock Purchase Plan on June 30, 2019.

2. These shares of Class A common stock were disposed of pursuant to a merger agreement between the issuer and Fidelity National Information Services, Inc. ("FIS"). Upon the closing of the merger, (i) 2,140 of the shares were converted into shares of FIS common stock pursuant to an exchange ratio that is designed to maintain the intrinsic value of the shares immediately prior to the closing of the merger and (ii) 55,087 were converted into shares of FIS common stock and cash in accordance with the merger agreement (0.9287 shares of FIS common stock and $11.00 per share of Worldpay Class A common stock).

3. This option, which provides for vesting in four equal annual installments beginning February 17, 2017, was assumed by FIS in the merger and converted into an FIS option to purchase FIS shares of common stock on the same vesting schedule applicable to the original award pursuant to an exchange ratio designed to maintain the intrinsic value of the award immediately prior to the closing of the merger (the "Equity Award Exchange Ratio").

4. This option, which provided for vesting in three equal annual installments beginning February 8, 2018, was assumed by FIS in the merger and converted into an FIS option to purchase FIS shares of common stock on the same vesting schedule applicable to the original award pursuant to the Equity Award Exchange Ratio.

5. This option, which provided for vesting in three equal annual installments beginning March 2, 2019, was assumed by FIS in the merger and converted into an FIS option to purchase FIS shares of common stock on the same vesting schedule applicable to the original award pursuant to the Equity Award Exchange Ratio.

6. This option, which provided for vesting in three equal annual installments beginning March 1, 2020, was assumed by FIS in the merger and converted into an FIS option to purchase FIS shares of common stock on the same vesting schedule applicable to the original award pursuant to the Equity Award Exchange Ratio.

Remarks:

	/s/ Bryan A. Jacobs, attorney-in-fact for Royal Cole	07/31/2019
	** Signature of Reporting Person	Date
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