United States
Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant
to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed
Pursuant to § 240.13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
Shift4 Payments, Inc.
(Name of Issuer)
Cass A Common Stock, par value $0.0001
(Title of Class of Securities)
82452J109
(CUSIP Number)
December 31, 2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Schedule 13G
| CUSIP No. 82452J109 | Page 1 of 8 |
| 1 | Names of Reporting Persons
Searchlight Capital Partners II GP, LLC | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
443,638 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
443,638 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
443,638 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
0.9% | |||||
| 12 | Type of Reporting Person
OO (Limited Liability Company) | |||||
Schedule 13G
| CUSIP No. 82452J109 | Page 2 of 8 |
| 1 | Names of Reporting Persons
Searchlight Capital Partners II GP, L.P. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Cayman Islands | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
443,638 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
443,638 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
443,638 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
0.9% | |||||
| 12 | Type of Reporting Person
PN | |||||
Schedule 13G
| CUSIP No. 82452J109 | Page 3 of 8 |
| 1 | Names of Reporting Persons
Searchlight II GWN, L.P. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
443,638 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
443,638 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
443,638 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
0.9% | |||||
| 12 | Type of Reporting Person
PN | |||||
Schedule 13G
| CUSIP No. 82452J109 | Page 4 of 8 |
| ITEM 1. | (a) Name of Issuer: |
Shift4 Payments, Inc. (the “Issuer”).
| (b) | Address of Issuer’s Principal Executive Offices: |
2202 N. Irving St., Allentown, Pennsylvania 18109.
| ITEM 2. | (a) Name of Person Filing: |
Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:
Searchlight Capital Partners II GP, LLC (the “GP LLC”)
Searchlight Capital Partners II GP, L.P.
Searchlight II GWN, L.P.
Three managers (the “Managers”) directly or indirectly control the investment and voting decisions of the GP LLC by majority vote or consent, and thus, none of the Managers individually control the investment or voting decisions of the GP LLC.
| (b) | Address or Principal Business Office: |
The principal business address of the Reporting Persons is 745 Fifth Avenue, 27th Floor, New York, New York 10151.
| (c) | Citizenship of each Reporting Person is: |
Searchlight Capital Partners II GP, L.P. is organized under the laws of the Cayman Islands. Searchlight Capital Partners II GP, LLC and Searchlight II GWN, L.P. are organized under the laws of the State of Delaware.
| (d) | Title of Class of Securities: |
Class A common stock, par value $0.0001 per share (“Class A Common Stock”).
| (e) | CUSIP Number: |
82452J109
| ITEM 3. |
Not applicable.
Schedule 13G
| CUSIP No. 82452J109 | Page 5 of 8 |
| ITEM 4. | Ownership. |
(a-c)
The ownership information presented herein represents beneficial ownership of the shares of Class A Common Stock as of December 31, 2021, based upon 51,522,201 shares of Class A Common Stock outstanding as of November 8, 2021, based on the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2021. The ownership information assumes the conversion of the common units of Shift4 Payments, LLC (the “LLC Interests”) held by the Reporting Persons into shares of Class A Common Stock on a one-to-one basis.
| Reporting Person | Amount beneficially owned | Percent of class: | Sole power to vote or to direct the vote: | Shared power to vote or to direct the vote: | Sole of: | Shared power to dispose or to direct the disposition of: | ||||||||||||||||||
Searchlight Capital Partners II GP, LLC | 443,638 | 0.9 | % | 0 | 443,638 | 0 | 443,638 | |||||||||||||||||
Searchlight Capital Partners II GP, L.P. | 443,638 | 0.9 | % | 0 | 443,638 | 0 | 443,638 | |||||||||||||||||
Searchlight II GWN, L.P. | 443,638 | 0.9 | % | 0 | 443,638 | 0 | 443,638 | |||||||||||||||||
Searchlight II GWN, L.P. is the beneficial owner of 443,638 shares of Class A Common Stock underlying the LLC Interests it holds of record that are convertible prior to March 1, 2022.
Searchlight Capital Partners II GP, LLC is the general partner of Searchlight Capital Partners II GP, L.P., which is the general partner of Searchlight II GWN, L.P. As a result, Searchlight Capital Partners II GP, LLC and Searchlight Capital Partners GP, L.P. may be deemed to share beneficial ownership over the securities held of record by Searchlight II GWN, L.P. The GP LLC and the Managers each disclaim beneficial ownership of the securities reported herein.
| ITEM 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following: ☒
| ITEM 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
Schedule 13G
| CUSIP No. 82452J109 | Page 6 of 8 |
| ITEM 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
Not applicable.
| ITEM 8. | Identification and Classification of Members of the Group. |
Not applicable.
| ITEM 9. | Notice of Dissolution of Group. |
Not applicable.
| ITEM 10. | Certification. |
Not applicable.
Schedule 13G
| CUSIP No. 82452J109 | Page 7 of 8 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 11, 2022
| Searchlight Capital Partners II GP, LLC | ||
| By: | /s/ Andrew Frey | |
| Name: | Andrew Frey | |
| Title: | Authorized Person | |
| Searchlight Capital Partners II GP, L.P. | ||
| By: Searchlight Capital Partners II GP, LLC, its general partner | ||
| By: | /s/ Andrew Frey | |
| Name: | Andrew Frey | |
| Title: | Authorized Person | |
| Searchlight II GWN, L.P. | ||
| By: Searchlight Capital Partners II GP, L.P., its general partner | ||
| By: Searchlight Capital Partners II GP, LLC, its general partner | ||
| By: | /s/ Andrew Frey | |
| Name: | Andrew Frey | |
| Title: | Authorized Person | |
Schedule 13G
| CUSIP No. 82452J109 | Page 8 of 8 |
LIST OF EXHIBITS
Exhibit | Description | |
| 99 | Joint Filing Agreement (previously filed). | |