SEC Form 3
FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 05/22/2018 | 3. Issuer Name and Ticker or Trading Symbol EVO Payments, Inc. [ EVOP ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. 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 Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Class A Common Stock, $0.0001 par value | 652,500 | I | See Footnotes(1)(7)(8)(9) |
Class D Common Stock, $0.0001 par value | 15,832,915 | I | See Footnotes(2)(7)(8)(9) |
Class D Common Stock, $0.0001 par value | 163,161 | I | See Footnotes(3)(7)(8)(9) |
Class D Common Stock, $0.0001 par value | 3,346,467 | I | See Footnotes(4)(7)(8)(9) |
Class D Common Stock, $0.0001 par value | 3,118,935 | I | See Footnotes(5)(7)(8)(9) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Units of EVO Investco, LLC | (6) | (6) | Class A Common Stock, $0.0001 par value | 15,832,915 | (6) | I | See Footnotes(2)(7)(8)(9) |
Units of EVO Investco, LLC | (6) | (6) | Class A Common Stock, $0.0001 par value | 163,161 | (6) | I | See Footnotes(3)(7)(8)(9) |
Units of EVO Investco, LLC | (6) | (6) | Class A Common Stock, $0.0001 par value | 3,346,467 | (6) | I | See Footnotes(4)(7)(8)(9) |
Units of EVO Investco, LLC | (6) | (6) | Class A Common Stock, $0.0001 par value | 3,118,935 | (6) | I | See Footnotes(5)(7)(8)(9) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. The shares of Class A common stock of EVO Payments, Inc. (the "Issuer") are held of record by Madison Dearborn Capital Partners VI-C, L.P. ("MDCP VI-C"). |
2. These securities are held of record by Madison Dearborn Capital Partners VI-B, L.P. ("MDCP VI-B"). |
3. These securities are held of record by Madison Dearborn Capital Partners VI Executive-B, L.P. ("MDCP Exec VI-B"). |
4. These securities are held of record by MDCP Cardservices, LLC ("MDCP Cardservices"). |
5. These securities are held of record by MDCP VI-C Cardservices Splitter, L.P. ("Splitter"). |
6. Units of EVO Investco, LLC are exchangeable, together with an equal number of shares of Class D common stock of the Issuer, on a one-for-one basis for shares of Class A common stock of the Issuer pursuant to an exchange agreement between the Issuer and certain of the reporting persons (the "Exchange Agreement"). |
7. MDCP VI-B may be deemed to share beneficial ownership of the securities held by MDCP Cardservices, as its controlling member. Madison Dearborn Partners VI-B, L.P. ("MDP VI-B") may be deemed to share beneficial ownership of the securities held by MDCP VI-B, MDCP Exec VI-B and Splitter, as each of their general partners. MDCP VI-C may be deemed to share beneficial ownership of the securities held by Splitter to the extent of its pecuniary interest therein by virtue of the rights granted with respect to the disposition of such securities under the Exchange Agreement and a call option issued by MDCP VI-C Cardservices Blocker Corp. ("Blocker"). Blocker may be deemed to share beneficial ownership of the securities held by Splitter to the extent of its pecuniary interest therein by virtue of the rights granted with respect to the disposition of such securities under the call option. |
8. (Continued from Footnote (7)) Madison Dearborn Partners VI-A&C, L.P. ("MDP VI-A&C"), as the general partner of MDCP VI-C, may be deemed the beneficial owner of the securities beneficially owned by MDCP VI-C. Madison Dearborn Partners, LLC ("MDP LLC"), as the general partner of each of MDP VI-B and MDP VI-A&C may be deemed to share beneficial ownership of the reported securities. As the sole members of the limited partner committees of MDP VI-B and MDP VI-A&C, which have the power, acting by majority vote, to vote or dispose of the securities beneficially owned by MDP VI-B and MDP VI-A&C, respectively, Paul J. Finnegan and Samuel M. Mencoff may be deemed to have shared voting and investment power over such securities. |
9. Each of the reporting persons disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein. |
Remarks: |
This Form 3 is filed by more than one Reporting Person and is a joint filing with the Form 3 filed by Messrs. Paul J. Finnegan and Samuel M. Mencoff on May 22, 2018 and relates to the same holdings. Each of the reporting persons may be deemed a director by deputization as a result of Messrs. Vahe A. Dombalagian and Matthew W. Raino, Managing Directors of MDP LLC, and Mr. Brendan T. Barrett, a Director of MDP LLC, serving on the board of directors of the Issuer, and as a result of the reporting persons having the right to nominate directors to the board of the Issuer pursuant to a Director Nomination Agreement. Exhibit 24.1 - Power of Attorney |
/s/ Annie S. Terry as Attorney-In-Fact | 05/22/2018 | |
** 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 5 (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. |