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Searchlight II GWN GP

Filed: 11 Aug 21, 8:24pm
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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OMB Number: 3235-0287
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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 NY 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)
08/09/2021
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)
Code V Amount (A) or (D) Price
Class A Common Stock 08/09/2021 C 1,967,750 A $0.00 1,967,750 I See footnotes(1)(2)
Class B Common Stock 08/09/2021 J(3) 1,967,750 D $0.00 443,638 I See footnotes(2)(4)
Class C Common Stock 08/09/2021 C 2,282,250 D $0.00 514,544 I See footnotes(2)(5)
Class A Common Stock 08/09/2021 C 2,282,250 A $0.00 4,250,000 I See footnotes(2)(6)
Class A Common Stock 08/09/2021 S 4,250,000 D $83.75(7) 0 I See footnotes(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
LLC Interests (7) 08/09/2021 C 1,967,750 (7) (7) Class A Common Stock 1,967,750 $0.00 443,638 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 NY 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 NY 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 NY 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 NY 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 NY 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 NY 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 41,714 Class C Common Stock held of record by Searchlight Capital II, L.P. and 472,830 Class C Common Stock held directly by Searchlight Capital II PV, L.P.
6. Following the conversion of shares, represents 185,050 Class A Common Stock held of record by Searchlight Capital II, L.P., 2,097,200 Class A Common Stock held of record by Searchlight Capital II PV, L.P. and 1,967,750 Class A Common Stock held of record by Searchlight II GWN, L.P.
7. 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 08/11/2021
Searchlight Capital Partners II GP, LP, By: Searchlight Capital Partners II GP, LLC , its general partner, By: /s/ Andrew Frey, authorized person 08/11/2021
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 08/11/2021
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 08/11/2021
Searchlight II GWN, L.P., By: Searchlight II GWN GP, LLC, its general partner, By: /s/ Andrew Frey, authorized person 08/11/2021
Searchlight II GWN GP, LLC, By: /s/ Andrew Frey, authorized person 08/11/2021
** 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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