| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | FOUR | Class A Common Stock | Conversion of derivative security | $0 | +2.18M | $0.00 | 2.18M | Jun 28, 2024 | See footnotes | F1, F2, F4, F5, F6 | |
| transaction | FOUR | Class B Common Stock | Other | $0 | -2.18M | -9.14% | $0.00 | 21.7M | Jun 28, 2024 | See footnotes | F1, F2, F3, F4, F5, F6 |
| transaction | FOUR | Class A Common Stock | Other | -2.18M | -100% | 0 | Jun 28, 2024 | See footnotes | F1, F2, F4, F5, F6 | ||
| transaction | FOUR | Class A Common Stock | Conversion of derivative security | $0 | +2.26M | $0.00 | 2.26M | Jun 28, 2024 | See footnotes | F1, F2, F7, F8, F9 | |
| transaction | FOUR | Class B Common Stock | Other | $0 | -2.26M | -10.44% | $0.00 | 19.4M | Jun 28, 2024 | See footnotes | F1, F2, F3, F7, F8, F9 |
| transaction | FOUR | Class A Common Stock | Other | -2.26M | -100% | 0 | Jun 28, 2024 | See footnotes | F1, F2, F7, F8, F9 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | FOUR | Forward Sale Contract (obligation to sell) | Other | -2.18M | -100% | 0 | Jun 28, 2024 | Class A Common Stock | 2.18M | See footnote | F1, F2, F4, F5, F6 | |||
| transaction | FOUR | LLC Interests | Conversion of derivative security | $0 | -2.18M | -9.14% | $0.00 | 21.7M | Jun 28, 2024 | Class A Common Stock | 2.18M | See footnote | F1, F2, F4, F5, F6, F10 | |
| transaction | FOUR | Forward Sale Contract (obligation to sell) | Other | -2.26M | -100% | 0 | Jun 28, 2024 | Class A Common Stock | 2.26M | See footnote | F1, F2, F7, F8, F9 | |||
| transaction | FOUR | LLC Interests | Conversion of derivative security | $0 | -2.26M | -10.44% | $0.00 | 19.4M | Jun 28, 2024 | Class A Common Stock | 2.26M | See footnote | F1, F2, F7, F8, F9, F10 |
| Id | Content |
|---|---|
| F1 | Represents securities held of record by Rook SPV 2, LLC ("Rook SPV"). |
| F2 | 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. |
| F3 | 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") in to Class A Common Stock. |
| F4 | From June 28, 2024 to September 9, 2024 (the "T-1 Settlement Period"), Rook SPV is scheduled to settle one of the Transactions with the Counterparty, relating to 2,178,984 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 September 7, 2021 and previously reported on September 8, 2021. The Transaction is divided into 50 individual components (each comprising 43,580 shares (or 43,579 in the case of the first 16 valuation dates) (the "T-1 Component Shares") of Class A Common Stock) over the 50 scheduled trading days up to, and including, September 6, 2024 (the "T-1 Valuation Period"). |
| F5 | (Continued from footnote 4) The number of shares of Class A Common Stock to be delivered to the Counterparty with respect to each component during each day of the T-1 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 T-1 Valuation Period (the "T-1 Settlement Price") as follows: (A) if the T-1 Settlement Price for any component is less than or equal to $66.4240 (the "T-1 Floor Price"), Rook SPV will deliver for that component the T-1 Component Shares; (B) if the T-1 Settlement Price for any component is less than or equal to $112.0905 (the "T-1 Cap Price"), but greater than the T-1 Floor Price, Rook SPV will deliver for that component a number of shares of Class A Common Stock equal to (i) the T-1 Component Shares, multiplied by a fraction, the numerator of which is the T-1 Floor Price and the denominator of which is the T-1 Settlement Price; |
| F6 | (Continued from footnote 5) and (C) if the T-1 Settlement Price for any component is greater than the T-1 Cap Price, Rook SPV will deliver for that component a number of shares equal to (i) the T-1 Component Shares, multiplied by (ii) a fraction, the numerator of which is the sum of (x) the T-1 Floor Price and (y) the T-1 Settlement Price minus the T-1 Cap Price, and the denominator of which is the T-1 Settlement Price, in each case rounded down to the nearest whole share (with a cash payment in lieu of such fractional share). The 2,178,984 number of securities and derivative securities listed in the above tables represent the maximum number of shares of Class A Common Stock deliverable under such Transaction, and to the extent a lesser number of such shares are deliverable under such Transaction as described in this paragraph, Rook SPV will retain such remaining number of shares of Class B Common Stock and LLC Interests that were previously pledged to Counterparty. |
| F7 | From June 28, 2024 to September 9, 2024 (the "T-2 Settlement Period"), Rook SPV is scheduled to settle one of the Transactions with the Counterparty, relating to 2,259,247 shares of Class A Common Stock in accordance with the following Transaction terms previously agreed upon as of September 7, 2021 and previously reported on September 8, 2021. The Transaction is divided into 50 individual components (each comprising 45,185 shares (or 45,184 in the case of the first 3 valuation dates) (the "T-2 Component Shares") of Class A Common Stock) over the 50 scheduled trading days up to, and including, September 6, 2024 (the "T-2 Valuation Period. The number of shares of Class A Common Stock to be delivered to the Counterparty with respect to each component during each day of the T-2 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 T-2 Valuation Period (the "T-2 Settlement Price") as follows: |
| F8 | (Continued from footnote 7) (A) if the T-2 Settlement Price for any component is less than or equal to $66.4240 (the "T-2 Floor Price"), Rook SPV will deliver for that component the T-2 Component Shares; (B) if the T-2 Settlement Price for any component is less than or equal to $120.3935 (the "T-2 Cap Price"), but greater than the T-2 Floor Price, Rook SPV will deliver for that component a number of shares of Class A Common Stock equal to (i) the T-2 Component Shares, multiplied by a fraction, the numerator of which is the T-2 Floor Price and the denominator of which is the T-2 Settlement Price; and (C) if the T-2 Settlement Price for any component is greater than the T-2 Cap Price, Rook SPV will deliver for that component a number of shares equal to (i) the T-2 Component Shares, multiplied by |
| F9 | (Continued from footnote 8) (ii) a fraction, the numerator of which is the sum of (x) the T-2 Floor Price and (y) the T-2 Settlement Price minus the T-2 Cap Price, and the denominator of which is the T-2 Settlement Price, in each case rounded down to the nearest whole share (with a cash payment in lieu of such fractional share). The 2,259,247 number of securities and derivative securities listed in the above tables represent the maximum number of shares of Class A Common Stock deliverable under such Transaction, and to the extent a lesser number of such shares are deliverable under such Transaction as described in this paragraph, Rook SPV will retain such remaining number of shares of Class B Common Stock and LLC Interests that were previously pledged to Counterparty. |
| F10 | 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. |
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.