Shane Happach Form 4 Worldpay / Shane Happach 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^*

Happach Shane

(Last) (First) (Middle)

C/O WORLDPAY, INC.

25 WALBROOK

(Street)

LONDON X0 EC4N8AF

(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)
Exec. VP, Global eCommerce

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		12,796(1)	D	$0(2)	0	D
Class A Common Stock	07/31/2019		D		3,984	D	$0(2)	0	I	Held by a Trust

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)	$82.07	07/31/2019		D			31,685	(3)	03/02/2028	Class A Common Stock	31,685	$0(3)	0	I	By The Athena Trust
Employee Stock Option (right to buy)	$82.07	07/31/2019		D			10,561	(3)	(3)	Class A Common Stock	10,561	$0(3)	0	I	By The Athena Trust
Employee Stock Option (right to buy)	$97.72	07/31/2019		D			26,068	(4)	03/01/2029	Class A Common Stock	26,068	$0(4)	0	D

Explanation of Responses:

1. Includes 7,799 restricted stock units.

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, 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.

3. This option, which provided for vesting in three equal annual installments beginning March 2, 2019 and expires on March 2, 2028, 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 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 Shane Happach	07/31/2019
	** Signature of Reporting Person	Date
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