First Data Form 4 FIRST DATA / JOSEPH J PLUMERI 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^*

PLUMERI JOSEPH J

(Last) (First) (Middle)

C/O FIRST DATA CORPORATION

225 LIBERTY STREET, 29TH FLOOR

(Street)

NEW YORK NY 10281

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FIRST DATA CORP [ FDC ]

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/29/2019

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	07/29/2019		D		751,762	D	(1)	0	D

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
Class B Common Stock	(2)	07/29/2019		D			1,140,001	(2)	(2)	Class A Common Stock	1,140,001	(1)	0	D
Stock Options (right to buy)	$11.07	07/29/2019		D			316,364	(3)	10/12/2023	Class B Common Stock(2)	316,364	(4)	0	D
Stock Options (right to buy)	$12.65	07/29/2019		D			632,729	(3)	05/13/2024	Class B Common Stock(2)	632,729	(4)	0	D
Stock Options (right to buy)	$14.23	07/29/2019		D			170,836	(3)	10/14/2020	Class B Common Stock(2)	170,836	(4)	0	D
Stock Options (right to buy)	$13	07/29/2019		D			75,473	(3)	01/15/2025	Class A Common Stock	75,473	(4)	0	D
Stock Options (right to buy)	$12.52	07/29/2019		D			144,501	(3)	02/24/2026	Class A Common Stock	144,501	(4)	0	D
Units in Director Deferred Compensation Plan	(5)	07/29/2019		D			3,163.64	(5)	(5)	Class A Common Stock	3,163.64	(6)	0	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger dated January 16, 2019 (Merger Agreement) among First Data Corporation (Issuer), Fiserv, Inc. (Fiserv), and 300 Holdings, Inc. (Merger Sub), upon the effective time of the merger of Merger Sub into Issuer (the Merger) on July 29, 2019, each common share of the Issuer was converted in the right to receive 0.303 shares of Fiserv common stock (the exchange ratio).

2. Shares of Class B common stock were convertible into shares of Class A common stock on a one-for-one basis at any time at the option of the holder with the prior written consent of the issuer, automatically upon transfer, with certain exceptions, and upon certain other events.

3. These stock options are fully vested and exercisable.

4. Pursuant to the Merger Agreement, immediately after the effective time of the Merger, the option was converted into an option to purchase a number of shares of Fiserv common stock equal to the number of shares of Issuer common stock subject to such option award immediately prior the effective time multiplied by the exchange ratio, with an exercise price per share equal to the exercise price per share of such stock option immediately prior to the effective time divided by the exchange ratio.

5. Each unit represents the economic equivalent of one share of Class A common stock of the Issuer. The units became payable in cash upon the reporting person's termination of service as a director of the Issuer.

6. Pursuant to the terms of the Issuer's 2008 Non-Employee Director Deferred Compensation Plan, each unit will be paid out in cash equal to the closing price of one share of the Issuer's Class A common stock on the day before the effective time of the Merger.

Remarks:

	/s/ Gretchen A. Herron, by power of attorney	07/29/2019
	** Signature of Reporting Person	Date
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