SEC FORM 4 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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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*
Chiarello Guy

(Last) (First) (Middle)
255 FISERV DRIVE

(Street)
BROOKFIELD WI 53045

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
FISERV INC [ FISV ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Administrative Officer
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
Common Stock 07/29/2019 A 464,030(1)(2)(3)(4) A (1)(2) 464,030 D
Common Stock 07/29/2019 F 15,737(5) D $104.64 448,293 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
Employee Stock Option (right to buy) $36.54 07/29/2019 A 479,292 (6) 07/11/2023 Common Stock 479,292 (7) 479,292 D
Employee Stock Option (right to buy) $41.75 07/29/2019 A 41,937 (6) 02/10/2024 Common Stock 41,937 (7) 41,937 D
Employee Stock Option (right to buy) $46.97 07/29/2019 A 47,929 (6) 01/14/2025 Common Stock 47,929 (7) 47,929 D
Employee Stock Option (right to buy) $52.81 07/29/2019 A 79,882 (8) 10/15/2025 Common Stock 79,882 (7) 79,882 D
Employee Stock Option (right to buy) $52.81 07/29/2019 A 159,764 (9) 10/15/2025 Common Stock 159,764 (7) 159,764 D
Employee Stock Option (right to buy) $41.33 07/29/2019 A 61,802 (6) 02/24/2026 Common Stock 61,802 (7) 61,802 D
Explanation of Responses:
1. Reflects shares of common stock, par value $0.01, of Fiserv, Inc. (the "Issuer") acquired on July 29, 2019, upon the completion of the merger (the "Merger") of 300 Holdings, Inc., a wholly owned subsidiary of the Issuer, with and into First Data Corporation ("First Data"), pursuant to the Agreement and Plan of Merger, dated as of January 16, 2019 (the "Merger Agreement"). At the effective time of the Merger (the "Effective Time"), each share of First Data Class A common stock and First Data Class B common stock (the "First Data common stock") issued and outstanding immediately prior to the Effective Time (other than certain shares) was converted into the right to receive 0.303 of a share (the "Exchange Ratio") of the Issuer's common stock, with cash payable in lieu of any fractional share of the Issuer's common stock.
2. Consists of (i) 164,556 shares of the Issuer's common stock acquired by the Reporting Person upon the completion of the Merger, (ii) 267,522 restricted stock units of the Issuer subject to time-based vesting, which were converted in the Merger from units denominated in shares of First Data common stock based on the Exchange Ratio (rounded to the nearest whole number), and (iii) 31,952 shares of the Issuer's restricted stock subject to performance-vesting, which were converted in the Merger from awards denominated in shares of First Data common stock based on the Exchange Ratio (rounded to the nearest whole number).
3. As converted and as applicable, these restricted stock units and shares of restricted stock will generally continue to be governed by the same terms and conditions as were applicable prior to the Effective Time, except that the shares of restricted stock subject to performance-vesting will be eligible to vest upon satisfaction of an adjusted performance condition based on a target price per share of the Issuer's common stock equal to $32.00 divided by the Exchange Ratio, in each case, in accordance with the Merger Agreement.
4. The 267,522 restricted stock units subject to time-based vesting will vest as follows: 60,600 on August 15, 2019; 41,538 on February 15, 2020; 31,718 on February 20, 2020; 60,600 on August 15, 2020; 52,048 on February 15, 2021; and 21,018 on February 15, 2022.
5. Shares withheld by the Issuer to pay tax liability incident to the vesting of First Data restricted stock in the Merger and receipt of shares of the Issuer's common stock in the Merger.
6. These stock options are fully vested and exercisable.
7. Pursuant to the Merger Agreement and immediately after the Effective Time, each First Data stock option was converted into a stock option to purchase a number of shares of the Issuer's common stock equal to the product (rounded down to the nearest whole number) of (a) the number of shares of First Data common stock subject to such option and (b) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (i) the exercise price per share of such First Data stock option divided by (ii) the Exchange Ratio. As converted, the stock options will generally continue to be governed by the same terms and conditions as were applicable prior to the Effective Time, except that certain of the stock options will be eligible to vest upon satisfaction of an adjusted performance condition.
8. These stock options will become vested and exercisable upon satisfaction of an adjusted performance condition based on a target price per share of the Issuer's common stock equal to $32.00 divided by the Exchange Ratio, in accordance with the Merger Agreement.
9. Of these stock options, (i) half became vested and exercisable pursuant to their terms in equal portions on each of December 31, 2017 and 2018, and (ii) the remaining half, which would have vested in equal portions on each of December 31, 2019 and 2020, was subject to accelerated vesting and became immediately vested and exercisable upon completion of the Merger.
Remarks:
/s/ Lynn S. McCreary (attorney-in-fact) 07/31/2019
** Signature of Reporting Person Date
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