Jared Isaacman - Feb 27, 2023 Form 4 Insider Report for Shift4 Payments, Inc. (FOUR)

Role: Chairman & CEO, Director, 10%+ Owner
Signature: /s/ Jordan Frankel, Attorney-in-Fact for Jared Isaacman
Stock symbol: FOUR
Transactions as of: Feb 27, 2023
Transactions value $: $0
Form type: 4
Date filed: 2/27/2023, 04:08 PM
Previous filing: Feb 14, 2023
Next filing: Mar 3, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	FOUR	Class A Common Stock	Conversion of derivative security	$0	+2M		$0.00	2M	Feb 27, 2023	See footnotes	F1, F2, F3
transaction	FOUR	Class B Common Stock	Other	$0	-2M	-7.74%	$0.00	23.8M	Feb 27, 2023	See footnotes	F2, F3, F4
transaction	FOUR	Class A Common Stock	Other		-2M	-100%		0	Feb 27, 2023	See footnotes	F2, F3, F5, F6

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	FOUR	Forward Contract Sale (obligation to sell)	Other		-2M	-100%		0	Feb 27, 2023	Class A Common Stock	2M		See footnote	F2, F3, F5, F6
transaction	FOUR	LLC Interests	Conversion of derivative security	$0	-2M	-7.74%	$0.00	23.8M	Feb 27, 2023	Class A Common Stock	2M		See footnote	F2, F3, F7

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	All entries and transactions on this Form 4 arise from a previously executed variable prepaid transaction (the "Transaction") with an unaffiliated third party (the "Counterparty"), which Transaction was entered into two years ago on March 16, 2021, and previously reported on March 18, 2021.
F2	Represents securities held of record by Rook SPV 1, LLC ("Rook SPV").
F3	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.
F4	Reflects the cancellation for no consideration of Class B Common Stock in connection with the conversion of the LLC Interests in to Class A Common Stock.
F5	From February 27, 2023 to April 7, 2023 (the "Settlement Period"), Rook SPV is scheduled to settle the Transaction with the Counterparty, relating to 2,000,000 shares of Shift4 Payments, Inc.'s Class A common stock (the "Class A Common Stock") in accordance with the following Transaction terms previously agreed upon as of March 16, 2021 and reported on March 18, 2021. The Transaction is divided into 30 individual components (each comprising 66,667 shares (or 66,666 in the case of the first 10 valuation dates) (the "Component Shares") of Class A Common Stock) over the 30 scheduled trading days up to, and including, April 5, 2023 (the "Valuation Period"). The number of Class A Common Stock to be delivered to the Counterparty with respect to each component during each day of the Settlement Period will be based on the volume weighted average price per share of the Class A Common Stock for each trading day during the Valuation Period (the "Settlement Price") as follows:
F6	(Continued from footnote 5) (A) if the Settlement Price for any component is less than or equal to $73.1920 (the "Floor Price"), Rook SPV will deliver for that component the Component Shares; (B) if the Settlement Price for any component is less than or equal to $137.2350 (the "Cap Price"), but greater than the Floor Price, Rook SPV will deliver for that component a number of Class A Common Stock equal to (i) the Component Shares, multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is the Settlement Price; and (C) if the Settlement Price for any component is greater than the Cap Price, Rook SPV will deliver for that component a number of shares equal to (i) the Component Shares, multiplied by (ii) a fraction, the numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and the denominator of which is the Settlement Price, in each case rounded up to the nearest whole share.
F7	The LLC Interests generally may be redeemed by Rook SPV at any time for shares of the Issuer's 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.