| Item 1. | |
| (a) | Name of issuer:
Shift4 Payments, Inc. |
| (b) | Address of issuer's principal executive
offices:
3501 Corporate Parkway, Center Valley, PA 18034 |
| Item 2. | |
| (a) | Name of person filing:
Jared Isaacman, an individual; and Rook Holdings Inc., a Delaware corporation. |
| (b) | Address or principal business office or, if
none, residence:
3501 Corporate Parkway, Center Valley, PA 18034. |
| (c) | Citizenship:
Mr. Isaacman is a citizen of the United States of America. Rook Holdings Inc. is a Delaware corporation. |
| (d) | Title of class of securities:
Class A Common Stock, $0.0001 par value per share |
| (e) | CUSIP No.:
82452J109 |
| Item 3. | If this statement is filed pursuant to §§
240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please
specify the type of institution: |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). |
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
Jared Isaacman:
Mr. Isaacman is considered the beneficial owner of 21,986,971 shares of Class A Common Stock, $0.0001 par value per share (the "Class A Common Stock") of Shift4 Payments, Inc. (the "Issuer"), which consist of: (i) 666,117 shares of Class A Common Stock that are beneficially owned by Mr. Isaacman; (ii) 171,822 shares of Class C common stock, $0.0001 par value per share (the "Class C Common Stock") that are indirectly beneficially owned by Mr. Isaacman through his dependents; (iii) 19,801,028 common units of Shift4 Payments, LLC (the "LLC Interests") that are beneficially owned by Rook Holdings Inc. or its subsidiaries ("Rook"); (iv) 19,801,028 shares of Class B common stock, $0.0001 par value per share (the "Class B Common Stock") that are beneficially owned by Rook; and (v) 1,348,004 shares of Class C Common Stock that are beneficially owned by Rook. As the sole stockholder of Rook, Mr. Isaacman may be deemed to have sole voting and investment power with respect to such securities beneficially owned by Rook. The aggregate number of LLC Interests and shares of Class C Common Stock that are beneficially owned by Mr. Isaacman are treated as converted into Class A Common Stock only for purposes of computing the amount beneficially owned by Mr. Isaacman.
Rook Holdings Inc.:
Rook is considered the beneficial owner of 21,149,032 shares of Class A Common Stock, which consists of: (i) 19,801,028 LLC Interests beneficially owned by Rook; (ii) 19,801,028 shares of Class B Common Stock beneficially owned by Rook; and (iii) 1,348,004 shares of Class C Common Stock beneficially owned by Rook. The aggregate number of LLC Interests and shares of Class C Common Stock that are beneficially owned by Rook are treated as converted into Class A Common Stock only for purposes of computing the amount beneficially owned by Rook. |
| (b) | Percent of class:
Jared Isaacman:
Mr. Isaacman is considered the beneficial owner of 24.7% of the shares of Class A Common Stock. The percentage of shares of Class A Common Stock reported as being beneficially owned by Mr. Isaacman is based on the aggregate number of shares of Class A Common Stock that are beneficially owned by Mr. Isaacman, in addition to the LLC Interests and shares of Class C Common Stock that are beneficially owned by Mr. Isaacman, which are treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of Mr. Isaacman. Each share of Class A Common Stock is entitled to one vote, each share of Class B Common Stock is entitled to ten votes, each share of Class C Common Stock is entitled to ten votes, and each LLC Interest has no voting power. The percentage reported does not reflect the votes of the Class B Common Stock or the ten for one voting power of the Class C Common Stock. The class is based upon 89,058,159 shares of Class A Common Stock outstanding as of December 31, 2024, which includes: (i) 67,737,305 shares of Class A Common Stock outstanding as of December 31, 2024, as reported by the Issuer's transfer agent; (ii) 171,822 shares of Class C Common Stock that are indirectly beneficially owned by Mr. Isaacman through his dependents; (iii) 19,801,028 LLC Interests that are indirectly beneficially owned by Mr. Isaacman through Rook; and (iv) 1,348,004 shares of Class C Common Stock that are indirectly beneficially owned by Mr. Isaacman through Rook. The shares of Class C Common Stock and LLC Interests are presently convertible and convertible within 60 days of the date of this Schedule 13G/A, and are treated as converted into Class A Common Stock only for the purpose of computing the percentage of Class A Common Stock beneficially owned by Mr. Isaacman.
Rook Holdings Inc.
Rook is considered the beneficial owner of 23.8% of the shares of Class A Common Stock. The percentage of shares of Class A Common Stock reported as being beneficially owned by Rook is based on the aggregate number of shares of Class A Common Stock that are beneficially owned by Rook, in addition to the LLC Interests and shares of Class C Common Stock that are beneficially owned by Rook, which are treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of Rook. Each share of Class A Common Stock is entitled to one vote, each share of Class B Common Stock is entitled to ten votes, each share of Class C Common Stock is entitled to ten votes, and each LLC Interest has no voting power. The percentage reported does not reflect the votes of the Class B Common Stock or the ten for one voting power of the Class C Common Stock. The class is based upon 88,886,337 shares of Class A Common Stock outstanding as of December 31, 2024, which includes: (i) 67,737,305 shares of Class A Common Stock outstanding as of December 31, 2024, as reported by the Issuer's transfer agent; (ii) 19,801,028 LLC Interests beneficially owned by Rook; and (iii) 1,348,004 shares of Class C Common Stock beneficially owned by Rook. The shares of Class C Common Stock and LLC Interests are presently convertible and convertible within 60 days of the date of this Schedule 13G/A, and are treated as converted into Class A Common Stock only for the purpose of computing the percentage of Class A Common Stock beneficially owned by Rook. % |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
Jared Isaacman:
The number of shares to which Mr. Isaacman has sole power to vote or to direct the vote is 21,986,971 shares of Class A Common Stock, which consist of: (i) 666,117 shares of Class A Common Stock that are beneficially owned by Mr. Isaacman; (ii) 171,822 shares of Class C Common Stock that are indirectly beneficially owned by Mr. Isaacman through his dependents; (iii) 19,801,028 LLC Interests that are beneficially owned by Rook; (iv) 19,801,028 shares of Class B Common Stock that are beneficially owned by Rook; and (v) 1,348,004 shares of Class C Common Stock that are beneficially owned by Rook. As the sole stockholder of Rook, Mr. Isaacman may be deemed to have sole voting and investment power with respect to such securities beneficially owned by Rook. The aggregate number of LLC Interests and shares of Class C Common Stock that are beneficially owned by Mr. Isaacman are treated as converted into Class A Common Stock only for purposes of computing the number of shares to which Mr. Isaacman has sole power to vote or to direct the vote.
Rook Holdings Inc.:
The number of shares to which Rook has sole power to vote or to direct the vote is 21,149,032 shares of Class A Common Stock, which consists of: (i) 19,801,028 LLC Interests beneficially owned by Rook; (ii) 19,801,028 shares of Class B Common Stock beneficially owned by Rook; and (iii) 1,348,004 shares of Class C Common Stock beneficially owned by Rook. The aggregate number of LLC Interests and shares of Class C Common Stock that are beneficially owned by Rook are treated as converted into Class A Common Stock only for purposes of computing the number of shares to which Rook has sole power to vote or to direct the vote.
|
| | (ii) Shared power to vote or to direct the
vote:
Jared Isaacman:
The number of shares to which Mr. Isaacman has shared power to vote or to direct the vote is 0 shares of Class A Common Stock.
Rook Holdings Inc.:
The number of shares to which Rook has shared power to vote or to direct the vote is 0 shares of Class A Common Stock.
|
| | (iii) Sole power to dispose or to direct the
disposition of:
Jared Isaacman:
The number of shares to which Mr. Isaacman has sole power to dispose or to direct the disposition of is 21,986,971 shares of Class A Common Stock, which consist of: (i) 666,117 shares of Class A Common Stock; (ii) 171,822 shares of Class C Common Stock that are indirectly beneficially owned by Mr. Isaacman through his dependents; (iii) 19,801,028 LLC Interests that are beneficially owned by Rook; (iv) 19,801,028 shares of Class B Common Stock that are beneficially owned by Rook; and (v) 1,348,004 shares of Class C Common Stock that are beneficially owned by Rook. As the sole stockholder of Rook, Mr. Isaacman may be deemed to have sole voting and investment power with respect to such securities beneficially owned by Rook. The aggregate number of LLC Interests and shares of Class C Common Stock that are beneficially owned by Mr. Isaacman are treated as converted into Class A Common Stock only for purposes of computing the number of shares which Mr. Isaacman has sole power to dispose or to direct the disposition of.
Rook Holdings Inc.:
The number of shares to which Rook has sole power to dispose or to direct the disposition of is 21,149,032 shares of Class A Common Stock, which consists of: (i) 19,801,028 LLC Interests beneficially owned by Rook; (ii) 19,801,028 shares of Class B Common Stock beneficially owned by Rook; and (iii) 1,348,004 shares of Class C Common Stock beneficially owned by Rook. The aggregate number of LLC Interests and shares of Class C Common Stock that are beneficially owned by Rook are treated as converted into Class A Common Stock only for purposes of computing the number of shares which Rook has sole power to dispose or to direct the disposition of.
|
| | (iv) Shared power to dispose or to direct the
disposition of:
Jared Isaacman:
The number of shares to which Mr. Isaacman has shared power to dispose or to direct the disposition of is 0 shares of Class A Common Stock.
Rook Holdings Inc.:
The number of shares to which Rook has shared power to dispose or to direct the disposition of is 0 shares of Class A Common Stock.
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | |
| Item 6. | Ownership of more than 5 Percent on Behalf of
Another Person. |
| |
Not Applicable
|
| Item 7. | Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or
Control Person. |
| |
Not Applicable
|
| Item 8. | Identification and Classification of Members
of the Group. |
| |
Not Applicable
|
| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
|
Rule
13d-1(d)