Searchlight Capital II PV Form 4 Change in insider ownership

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^*

Searchlight Capital Partners II GP, LLC

(Last)

(First)

(Middle)

745 FIFTH AVENUE, 27TH FLOOR

(Street)

NEW YORK

10151

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Shift4 Payments, Inc. [ FOUR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/05/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	05/05/2021		C		38,407	A	$0.00	38,407	I	See footnotes⁽¹⁾⁽²⁾
Class B Common Stock	05/05/2021		J⁽³⁾		38,407	D	$0.00	3,249,764	I	See footnotes⁽²⁾⁽⁴⁾
Class C Common Stock	05/05/2021		C		44,546	D	$0.00	3,769,161	I	See footnotes⁽²⁾⁽⁵⁾
Class A Common Stock	05/05/2021		C		44,546	A	$0.00	82,953	I	See footnotes⁽²⁾⁽⁶⁾
Class A Common Stock	05/05/2021		S⁽⁷⁾		14,693	D	$94.2349⁽⁸⁾	68,260	I	See footnote⁽²⁾
Class A Common Stock	05/05/2021		S⁽⁷⁾		57,210	D	$95.2792⁽⁹⁾	11,050	I	See footnote⁽²⁾
Class A Common Stock	05/05/2021		S⁽⁷⁾		11,050	D	$95.8118⁽¹⁰⁾	0	I	See footnote⁽²⁾
Class A Common Stock	05/06/2021		C		26,733	A	$0.00	26,733	I	See footnotes⁽¹⁾⁽²⁾
Class B Common Stock	05/06/2021		J⁽³⁾		26,733	D	$0.00	3,223,031	I	See footnotes⁽²⁾⁽⁴⁾
Class C Common Stock	05/06/2021		C		31,005	D	$0.00	3,738,156	I	See footnotes⁽²⁾⁽⁵⁾
Class A Common Stock	05/06/2021		C		31,005	A	$0.00	57,738	I	See footnotes⁽²⁾⁽¹¹⁾
Class A Common Stock	05/06/2021		S⁽⁷⁾		48,438	D	$85.1043⁽¹²⁾	9,300	I	See footnote⁽²⁾
Class A Common Stock	05/06/2021		S⁽⁷⁾		7,000	D	$91.2184⁽¹³⁾	2,300	I	See footnote⁽²⁾
Class A Common Stock	05/06/2021		S⁽⁷⁾		1,000	D	$91.8385⁽¹⁴⁾	1,300	I	See footnote⁽²⁾
Class A Common Stock	05/06/2021		S⁽⁷⁾		1,300	D	$92.9019⁽¹⁵⁾	0	I	See footnote⁽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 (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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
LLC Interests	⁽¹⁶⁾	05/05/2021		C			38,407	⁽¹⁶⁾	⁽¹⁶⁾	Class A Common Stock	38,407	$0.00	3,249,764	I	See footnotes⁽¹⁾⁽²⁾
LLC Interests	⁽¹⁶⁾	05/06/2021		C			26,733	⁽¹⁶⁾	⁽¹⁶⁾	Class A Common Stock	26,733	$0.00	3,223,031	I	See footnotes⁽¹⁾⁽²⁾

1. Name and Address of Reporting Person^*

Searchlight Capital Partners II GP, LLC

(Last)

(First)

(Middle)

745 FIFTH AVENUE, 27TH FLOOR

(Street)

NEW YORK

10151

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Searchlight Capital Partners II GP, L.P.

(Last)

(First)

(Middle)

745 FIFTH AVENUE, 27TH FLOOR

(Street)

NEW YORK

10151

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Searchlight Capital II PV, L.P.

(Last)

(First)

(Middle)

745 FIFTH AVENUE, 27TH FLOOR

(Street)

NEW YORK

10151

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Searchlight Capital II, L.P.

(Last)

(First)

(Middle)

745 FIFTH AVENUE, 27TH FLOOR

(Street)

NEW YORK

10151

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Searchlight II GWN, L.P.

(Last)

(First)

(Middle)

745 FIFTH AVENUE, 27TH FLOOR

(Street)

NEW YORK

10151

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Searchlight II GWN GP, LLC

(Last)

(First)

(Middle)

745 FIFTH AVENUE, 27TH FLOOR

(Street)

NEW YORK

10151

(City)

(State)

(Zip)

Explanation of Responses:

1. Represents securities held of record by Searchlight II GWN, L.P.

2. Searchlight II GWN GP, LLC is the general partner of Searchlight II GWN, L.P. and may be deemed to share beneficial ownership over the securities held of record by Searchlight II GWN, L.P. Searchlight Capital Partners II GP, LLC is the general partner of Searchlight Capital Partners II GP, LP, which is the general partner of Searchlight Capital II PV, L.P., Searchlight Capital II, L.P. and the members of Searchlight II GWN GP, LLC. As such, each of Searchlight Capital Partners II GP, LLC and Searchlight Capital Partners II GP, LP may be deemed to share beneficial ownership over the securities held of record by each of Searchlight Capital II PV, L.P., Searchlight Capital II, L.P. and Searchlight II GWN, L.P.

3. 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.

4. Securities are held of record by Searchlight Capital II, L.P.

5. Following the transactions reported herein, represents 303,099 Class C Common Stock held of record by Searchlight Capital II, L.P. and 3,435,057 Class C Common Stock held directly by Searchlight Capital II PV, L.P.

6. Following the conversion of shares, represents 3,612 Class A Common Stock held of record by Searchlight Capital II, L.P., 40,934 Class A Common Stock held of record by Searchlight Capital II PV, L.P. and 38,407 Class A Common Stock held of record by Searchlight II GWN, L.P.

7. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $93.61 to $94.61. The reporting persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $94.63 to $95.63. The reporting persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $95.65 to $96.33. The reporting persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

11. Following the conversion of shares, represents 2,514 Class A Common Stock held of record by Searchlight Capital II, L.P., 28,491 Class A Common Stock held of record by Searchlight Capital II PV, L.P. and 26,733 Class A Common Stock held of record by Searchlight II GWN, L.P.

12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $85.00 to $85.58. The reporting persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $90.61 to $91.61. The reporting persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

14. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $91.625 to $92.50. The reporting persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

15. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $92.775 to $93.00. The reporting persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

16. The LLC Interests may be redeemed by Searchlight II GWN, L.P. at any time for shares of the Issuer's Class A Common Stock on a 1-to-1 basis.

Remarks:

	Searchlight Capital Partners II GP, LLC, By: /s/ Andrew Frey, authorized person	05/07/2021
	Searchlight Capital Partners II GP, LP, By: Searchlight Capital Partners II GP, LLC , its general partner, By: /s/ Andrew Frey, authorized person	05/07/2021
	Searchlight Capital II PV, L.P., By: Searchlight Capital Partners II GP, LP, its general partner, By: Searchlight Capital Partners II GP LLC, its general partner, By: /s/ Andrew Frey, authorized person	05/07/2021
	Searchlight Capital II, L.P., By: Searchlight Capital Partners II GP, LP, its general partner, By: Searchlight Capital Partners II GP, LLC, its general partner, By: /s/ Andrew Frey, authorized person	05/07/2021
	Searchlight II GWN, L.P., By: Searchlight II GWN GP, LLC, its general partner, By: /s/ Andrew Frey, authorized person	05/07/2021
	Searchlight II GWN GP, LLC, By: /s/ Andrew Frey, authorized person	05/07/2021
	** 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).
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Searchlight Capital II PV Form 4Change in insider ownership