| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CORPAY, INC. [ CPAY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/23/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 11/12/2024 | M | 220,000 | A | $149.68 | 2,258,632 | D | |||
| Common Stock(1) | 11/12/2024 | F | 147,020 | D | $374.48 | 2,111,612 | D | |||
| Common Stock(2) | 11/12/2024 | M | 550,000 | A | $261.27 | 2,661,612 | D | |||
| Common Stock(1) | 11/12/2024 | F | 458,118 | D | $374.48 | 2,203,494 | D | |||
| Common Stock | 11/13/2024 | M | 75,000 | A | $114.9 | 2,278,494 | D | |||
| Common Stock(1) | 11/13/2024 | F | 46,398 | D | $370.77 | 2,232,096 | D | |||
| Common Stock | 2,232,096 | D | ||||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Stock Options Holding(2) | $261.27 | 10/23/2024 | D | 300,000 | (2) | 12/31/2024 | Common Stock | 850,000 | $261.27 | 550,000 | D | ||||
| Stock Options Holding(2) | $261.27 | 11/12/2024 | M | 550,000 | (2) | 12/31/2024 | Common Stock | 850,000 | $261.27 | 0 | D | ||||
| Stock Options Holding | $149.68 | 11/12/2024 | M | 220,000 | 12/04/2015 | 12/04/2024 | Common Stock | 850,000 | $149.68 | 0 | D | ||||
| Stock Options Holding | $114.9 | 11/13/2024 | M | 75,000 | 01/20/2017 | 01/20/2026 | Common Stock | 425,000 | $114.9 | 250,000 | D | ||||
| Explanation of Responses: |
| 1. Payment of tax liability and exercise price by withholding securities incident to the exercise of a security issued in accordance with Rule 16b-3 |
| 2. In 2021, the Reporting Person was granted performance stock options to purchase 850,000 shares of Issuer common stock with an exercise price of $261.27. The performance options would vest only if Issuer achieved specific stock price hurdles for ten consecutive trading days not later than December 31, 2024. The stock price hurdle for 550,000 shares subject to the award was $350, and the stock price hurdle for the remainder of the award was $400. On October 23, 2024, the Issuer agreed to cancel 300,000 stock options under the second tranche and modify the criterion for 550,000 shares under the first tranche of the performance option award to require that the Issuer achieve a closing stock price at or above $350 for at least 3 trading days by December 31, 2024. This criterion for 550,000 performance shares was achieved as of 10/23/2024. |
| /s/ Crystal Williams, under a power of attorney | 11/14/2024 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
