Catherine E Lafiandra Form 4 EVO Payments / Catherine E Lafiandra 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^*

Lafiandra Catherine E

(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)
Chief HR Officer

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

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		30,829	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			2,349	(1)	(1)	Class A Common Stock	2,349	(1)	0	D
Restricted Stock Units	(3)	03/24/2023		D			4,890	(1)(4)	(1)	Class A Common Stock	4,890	(1)	0	D
Restricted Stock Units	(3)	03/24/2023		D			9,146	(1)	(1)	Class A Common Stock	9,146	(1)	0	D
Performance Stock Units	(3)	03/24/2023		D			8,551	(5)	(2)	Class A Common Stock	7,322	(2)	0	D
Performance Stock Units	(3)	03/24/2023		D			6,859	(6)	(2)	Class A Common Stock	8,603	(2)	0	D
Options (right to buy)	$25.28	03/24/2023		D			7,322	02/28/2024	02/28/2030	Class A Common Stock	7,322	(8)	0	D
Options (right to buy)	$25.46	03/24/2023		D			8,603	(7)	02/26/2031	Class A Common Stock	8,603	(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 $557,090.00, representing the number of shares multiplied by the applicable consideration amount required in the Merger Agreement. The cash payment includes $79,866.00 for 2,349 units (which would have vested on the fourth anniversary of 2/28/2020), $166,260.00 for 4,890 units, and $310,964.00 for 9,146 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 $523,940.00, representing the number of shares multiplied by the applicable consideration amount required in the Merger Agreement. The cash payment includes $290,734.00 for 8,551 units and $233,206.00 for 6,859 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 4,890 units on the third anniversary of 2/26/2021.

5. The PSU grant provided for vesting of 8,551 units on 02/24/2025, subject to satisfying additional performance conditions.

6. The PSU grant provided for vesting of 6,859 units on 3/31/2025, subject to satisfying additional performance conditions.

7. The options grant provided for vesting of 8,603 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 $137,317.46, representing the number of shares multiplied by the applicable consideration amount required in the Merger Agreement. The cash payment includes $63,847.84 for 7,322 units and $73,469.62 for 8,603 units.

Remarks:

	/s/ Steven J. de Groot, Attorney-in-Fact	03/28/2023
	** Signature of Reporting Person	Date
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