Sec Form 4/A Filing - Isaacman Jared @ Shift4 Payments, Inc. - 2024-06-28

Insider filing report for Changes in Beneficial Ownership
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FORM 4/A
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Isaacman Jared
2. Issuer Name and Ticker or Trading Symbol
Shift4 Payments, Inc. [ FOUR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chairman & CEO
(Last) (First) (Middle)
3501 CORPORATE PARKWAY
3. Date of Earliest Transaction (MM/DD/YY)
06/28/2024
(Street)
CENTER VALLEY, PA18034
4. If Amendment, Date Original Filed (MM/DD/YY)
06/28/2024
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 06/28/2024 C( 4 ) 1,978,981 A $ 0 1,978,981 I See footnotes ( 1 ) ( 2 )
Class B Common Stock 06/28/2024 J( 3 )( 4 ) 1,978,981 D $ 0 21,850,035 I See footnotes ( 1 ) ( 2 )
Class A Common Stock 06/28/2024 J( 4 ) 1,978,981 D 0 I See footnotes ( 1 ) ( 2 )
Class A Common Stock 06/28/2024 C( 5 ) 2,051,874 A $ 0 2,051,874 I See footnotes ( 1 ) ( 2 )
Class B Common Stock 06/28/2024 J( 3 )( 5 ) 2,051,874 D $ 0 19,798,161 I See footnotes ( 1 ) ( 2 )
Class A Common Stock 06/28/2024 J( 5 ) 2,051,874 D 0 I See footnotes ( 1 ) ( 2 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Forward Sale Contract (obligation to sell) ( 4 ) 06/28/2024 J( 4 ) 1,978,981 ( 4 ) ( 4 ) Class A Common Stock 1,978,981 ( 4 ) 0 I See footnote ( 1 ) ( 2 )
LLC Interests ( 6 ) 06/28/2024 C( 4 ) 1,978,981 ( 6 ) ( 6 ) Class A Common Stock 1,978,981 $ 0 21,850,035 I See footnote ( 1 ) ( 2 )
Forward Sale Contract (obligation to sell) ( 5 ) 06/28/2024 J( 5 ) 2,051,874 ( 5 ) ( 5 ) Class A Common Stock 2,051,874 ( 5 ) 0 I See footnote ( 1 ) ( 2 )
LLC Interests ( 6 ) 06/28/2024 C( 5 ) 2,051,874 ( 6 ) ( 6 ) Class A Common Stock 2,051,874 $ 0 19,798,161 I See footnote ( 1 ) ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Isaacman Jared
3501 CORPORATE PARKWAY
CENTER VALLEY, PA18034
X X Chairman & CEO
Signatures
/s/ Jordan Frankel, Attorney-in-Fact for Jared Isaacman 09/10/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents securities held of record by Rook SPV 2, LLC ("Rook SPV").
( 2 )Rook SPV is a wholly owned subsidiary of Rook Holdings Inc. Mr. Isaacman is the sole stockholder of Rook Holdings Inc. and therefore may be deemed to beneficially own the securities held of record by Rook SPV and Rook Holdings Inc.
( 3 )Reflects the cancellation for no consideration of Shift4 Payments, Inc.'s Class B common stock (the "Class B Common Stock") in connection with the conversion of the common units of Shift4 Payments, LLC (the "LLC Interests") into Shift4 Payments, Inc.'s Class A common stock (the "Class A Common Stock").
( 4 )From June 28, 2024 to September 9, 2024 (the "T-1 Settlement Period"), Rook SPV physically settled one of the Transactions with the Counterparty, relating to 2,178,984 shares of Class A Common Stock in accordance with the Transaction terms previously agreed upon as of September 7, 2021 and previously reported on September 8, 2021. In connection with such settlement, Rook SPV redeemed 1,978,981 shares of Class B Common Stock and LLC Interests for shares of Class A Common Stock and delivered such shares during the T-1 Settlement Period and Rook SPV retained the 200,003 remaining shares of Class B Common Stock and LLC Interests that were previously pledged to Counterparty.
( 5 )From June 28, 2024 to September 9, 2024 (the "T-2 Settlement Period"), Rook SPV physically settled one of the Transactions with the Counterparty, relating to 2,259,247 shares of Class A Common Stock in accordance with the Transaction terms previously agreed upon as of September 7, 2021 and previously reported on September 8, 2021. In connection with such settlement, Rook SPV redeemed 2,051,874 shares of Class B Common Stock and LLC Interests for shares of Class A Common Stock and delivered such shares during the T-2 Settlement Period and Rook SPV retained the 207,373 remaining number of shares of Class B Common Stock and LLC Interests that were previously pledged to Counterparty.
( 6 )The LLC Interests generally may be redeemed by Rook SPV at any time for shares of the Class A Common Stock on a 1-to-1 basis. Upon redemption of any LLC Interests, a corresponding number of shares of Class B Common Stock will be cancelled for no consideration.

Remarks:
1. All entries and transactions on this Form 4 arise from two previously executed variable prepaid forward transactions (each, a "Transaction" and collectively, the "Transactions") with an unaffiliated third party (the "Counterparty"), which Transactions were entered into approximately three years ago on September 7, 2021, and previously reported on September 8, 2021.2. The reporting person is amending the Form 4 originally filed on June 28, 2024, to report the settlement of the Transactions and reflect the actual number of non-derivative and derivative securities disposed of and/or converted in connection with the settlement of the Transactions, and the actual number of non-derivative and derivative securities beneficially owned following such Transactions.

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