Total System Services (TSS) Form 4 TOTAL SYSTEM SERVICES / G SANDERS GRIFFITH III 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^*

GRIFFITH G SANDERS III

(Last) (First) (Middle)

P.O. BOX 2506

(Street)

COLUMBUS GA 31902-2506

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TOTAL SYSTEM SERVICES INC [ TSS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Sr. EVP, Gen. Counsel, Sec.

3. Date of Earliest Transaction (Month/Day/Year)
09/17/2019

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
Common Stock	09/17/2019		A		44,220	A	(1)	222,794	D
Common Stock	09/17/2019		D		44,220	D	(2)	178,574	D
Common Stock	09/17/2019		D		3,135	D	(3)	175,439	D
Common Stock	09/17/2019		D		175,439	D	(4)	0	D
Common Stock	09/17/2019		D		1,683	D	(4)	0	I	By Spouse

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)	$44.48	03/31/2008		D			36,734	(5)	02/25/2026	Common Stock	36,734	(5)	0	D
Employee Stock Option (right to buy)	$54.47	09/17/2019		D			34,301	(5)	02/16/2027	Common Stock	34,301	(5)	0	D
Employee Stock Option (right to buy)	$87.08	09/17/2019		D			23,217	(5)	02/15/2018	Common Stock	23,217	(5)	0	D
Employee Stock Option (right to buy)	$91.93	09/17/2019		D			13,598	(5)	02/12/2029	Common Stock	13,598	(5)	0	D

Explanation of Responses:

1. These shares are subject to Total System Services, Inc. (the "Company") performance share awards and have been deemed to be acquired by the reporting person on September 17, 2019 (the "Effective Date"), the effective date of the acquisition of the Company by Global Payments Inc. ("Global Payments") pursuant to an Agreement and Plan of Merger, dated as of May 27, 2019 (the "Merger Agreement"), as a result of the number of shares of Company common stock subject to such performance share awards becoming fixed in accordance with the terms of the Merger Agreement. No consideration was given or received in connection with this deemed acquisition.

2. These shares were subject to Company performance share awards which were assumed by Global Payments pursuant to the Merger Agreement, on the Effective date, and replaced with Global Payments restricted stock units with the same terms, provided that the number of shares of Global Payments common stock subject to each new restricted stock unit award will be equal to the number of shares of Company common stock subject to the performance share award on the Effective Date, as reported in the first line of this report, multiplied by .8101, rounded to the nearest whole share, and further provided, that each such new award shall be scheduled to cliff vest, on the last day of the originally scheduled Company performance period.

3. These shares were subject to Company restricted stock unit awards which were assumed by Global Payments pursuant to the Merger Agreement, on the Effective date, and replaced with Global Payments restricted stock units with the same terms, provided that the number of shares of Global Payments common stock subject to each new restricted stock unit award will be equal to the original number of shares of Company common stock subject to the restricted stock unit award multiplied by .8101, rounded to the nearest whole share.

4. These shares were disposed of pursuant to the Merger Agreement in exchange for shares of Global Payments common stock, at a rate of .8101 shares of Global Payments common stock for each share of the Company. The closing price of Global Payments common stock on the New York Stock Exchange on the Effective Date was $163.74 per share.

5. These options, which all provided for vesting in three annual installments beginning one year from the date of grant were assumed by Global Payments pursuant to the Merger Agreement, on the Effective date, and replaced with Global Payments options with the same vesting and other terms, provided that the number of shares of Global Payments common stock subject to each new option will be equal to the original number of shares of Company common stock subject to the option multiplied by .8101, rounded down to the nearest whole share, and the exercise price per share of each new option will be equal to the original exercise price divided by .8101, rounded up to the nearest cent.

Remarks:

	/s/ Garilou Page as Attorney-in-Fact	09/18/2019
	** Signature of Reporting Person	Date
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