| 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 |
| |||||||||||||||
| 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)
| 2. Issuer Name and Ticker or Trading Symbol CardConnect Corp. [ CCN ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| ||||||||||||||||||||||||
| 3. Date of Earliest Transaction (Month/Day/Year) 07/06/2017 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) 07/29/2016 | 6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||||||||||||
| 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 | 07/06/2017 | D | 1,000 | D | (1)(2) | 0 | D | |||
| Common Stock | 07/06/2017 | D | 15,689(3) | D | (1)(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 | ||||||||
| Stock Option (Right to Buy) | $2.39 | 07/06/2017 | D | 37,763 | (4) | 12/13/2020 | Common Stock | 37,763 | (4) | 0 | D | ||||
| Stock Option (Right to Buy) | $4.65 | 07/06/2017 | D | 74,904 | (4) | 10/07/2021 | Common Stock | 74,904 | (4) | 0 | D | ||||
| Stock Option (Right to Buy) | $4.55 | 07/06/2017 | D | 133,824 | (4) | 06/07/2022 | Common Stock | 133,824 | (4) | 0 | D | ||||
| Stock Option (Right to Buy) | $4.73 | 07/06/2017 | D | 16,713 | (4) | 10/23/2023 | Common Stock | 16,713 | (4) | 0 | D | ||||
| Stock Option (Right to Buy) | $10.61 | 07/06/2017 | D | 256,265 | (4) | 07/29/2026 | Common Stock | 256,265 | (4) | 0 | D | ||||
| Stock Option (Right to Buy) | $10.02 | 07/06/2017 | D | 28,457 | (4) | 08/09/2026 | Common Stock | 28,457 | (4) | 0 | D | ||||
| Explanation of Responses: |
| 1. Disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 26, 2017, by and among CardConnect Corp. (the "Company"), First Data Corporation, a Delaware corporation ("First Data"), and Minglewood Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of First Data ("Merger Sub"), in exchange for cash consideration of $15.00 per share, without interest and subject to any required tax withholding. Pursuant to the Merger Agreement, Purchaser offered to purchase all of the outstanding shares of common stock, par value $0.001 per share of the Company (the "Shares"), at a price of $15.00 per share (the "Offer Price"), net to the seller in cash without interest and subject to any required tax withholding, upon the terms and conditions set forth in the offer to purchase dated June 7, 2017, and in the related letter of transmittal (the "Offer"). |
| 2. After the acceptance of the Shares by Merger Sub on July 6, 2017, all outstanding Shares not accepted in the Offer were converted into the right to an amount equal to the Offer Price, net to the seller in cash without interest and subject to any required tax withholding, other than (i) Shares owned by Merger Sub or First Data or held in the Company's treasury, (ii) Shares owned by any direct or indirect wholly-owned subsidiary of First Data (other than Merger Sub) or the Company immediately prior to the Effective Time, or (iii) Shares held by any stockholder that is entitled to demand and properly demands appraisal of such Shares pursuant to, and who complies in all respects with, Section 262 of the DGCL and who, as of the Effective Time, has neither effectively withdrawn nor lost its rights to such appraisal and payment under the DGCL with respect to such Shares) will at the Effective Time be converted into the right to receive an amount equal to the Offer Price. |
| 3. These Restricted Stock Awards were fully vested and cancelled in exchange for the Offer Price multiplied by number of Shares subject to such Restricted Stock Awards pursuant to the Merger Agreement. |
| 4. The reporting person was a participant in the 2016 Omnibus Equity Compensation Plan and a recipient of options issued as partial consideration for the merger of FTS Holding Corporation into a subsidiary of FinTech Acquisition Corp. in 2016, which options were subject to vesting restrictions. Each such option, whether vested or unvested, was cancelled pursuant to the Agreement and Plan of Merger, dated as of May 26, 2017, by and among CardConnect Corp. (the "Company"), First Data Corporation, a Delaware corporation ("First Data"), and Minglewood Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of First Data, and converted into the right to receive a cash payment, without interest and subject to any required tax withholding, equal to the product of (a) the excess of $15.00 over the applicable exercise price per share of Company common stock, par value $0.001 (the "Shares"), underlying such option, multiplied by (b) the number of Shares underlying such option. |
| Remarks: |
| Pursuant to Rule 16a-1(a)(2)(ii)(B) under the Securities Exchange Act of 1934, as amended (the "Act"), the Reporting Person may be deemed to be the beneficial owner of the securities reported herein only to the extent of his pecuniary interest therein. Pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that the Reporting Person is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities reported herein in excess of such amount. |
| /s/ Amanda Abrams, attorney-in-fact | 07/06/2017 | |
| ** 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. | ||
