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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Fidelity National Information Services, Inc. [ FIS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/06/2020 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 08/06/2020 | M | 484 | A | $0 | 8,869.9791 | D | |||
Common Stock | 08/06/2020 | F | 228(1) | D | $146.31 | 8,641.9791 | D | |||
Common Stock | 08/06/2020 | A | 1,903(2) | A | $0 | 10,544.9791 | D | |||
Common Stock | 08/06/2020 | F | 895(3) | D | $146.31 | 9,649.9791 | D | |||
Common Stock | 08/06/2020 | A | 7,332(4) | A | $0 | 16,981.9791 | D | |||
Common Stock | 08/06/2020 | F | 3,447(5) | D | $147 | 13,534.9791 | D | |||
Common Stock | 08/07/2020 | S(6) | 5,895 | D | $146.23 | 7,639.9791 | D | |||
Common Stock | 08/07/2020 | M(6) | 15,711 | A | $80.03 | 23,350.9791 | D | |||
Common Stock | 08/07/2020 | S(6) | 15,711 | D | $146.23 | 7,639.9791 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Restricted Stock Units | $0.0(7) | 08/06/2020 | M | 484 | 08/02/2019(8) | (8) | Common Stock | 484 | $0 | 485 | D | ||||
Stock Option (Right to Buy) | $80.03 | 08/07/2020 | M | 15,711 | (9) | 03/29/2024 | Common Stock | 15,711 | $80.03 | 15,711 | D |
Explanation of Responses: |
1. Represents shares to satisfy withholding tax obligation for Restricted Stock Unit vesting. |
2. On August 2, 2018, the reporting person was granted performance restricted stock units ("PSUs") that vest in three equal installments contingent on FIS's satisfaction of certain performance criteria for each of the calendar years ending December 31, 2018, 2019 and 2020. The PSUs vest between 0% and 150% of the target grant amount in each year. The Compensation Committee of FIS determined the performance criteria for 2019 had been met, resulting in an award of 143% of the target grant amount. |
3. Represents shares to satisfy withholding tax obligation for Performance Stock Unit vesting. |
4. On August 8, 2019, the reporting person was granted performance stock units ("PSUs") pursuant to the Worldpay Integration Incentive Plan (the "Integration Plan"). Fifty percent of the target grant amount is based on the satisfaction of revenue synergy targets and fifty percent of the target grant amount is based on the satisfaction of expense synergy targets, each of which is measured over a three-year period. Under the terms of the Integration Plan, the FIS Compensation Committee determined that the actual expense synergy amount as of the first measurement period ending on June 30, 2020 resulted in a vesting at two hundred percent of the fifty percent expense synergy target grant amount. The threshold for revenue synergy vesting was not met as of this first measurement date. |
5. Represents shares withheld to cover tax withholding obligations for the PSUs that vested on August 6, 2020. |
6. Transacted under 10b5-1 Plan. |
7. Each restricted stock unit represents a contingent right to one share of FIS common stock. |
8. On August 2, 2018, the reporting person was granted 1,453 restricted stock units, vesting in three equal annual installments commencing on the first anniversary date of the grant. |
9. The option vested and became fully exercisable on March 29, 2020. |
Remarks: |
/s/ Charles H. Keller, attorney-in-fact for Martin Boyd | 08/10/2020 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |