SEC FORM 4

SEC FORM 4 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^*

Sterrett Kelli

(Last)

(First)

(Middle)

10 GLENLAKE PARKWAY, SOUTH TOWER,

SUITE 950

(Street)

ATLANTA

30328

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
EVO Payments, Inc. [ EVOP ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, GC and Secretary

3. Date of Earliest Transaction (Month/Day/Year)
03/24/2023

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

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

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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	03/24/2023		D		28,158	D	⁽¹⁾	0	D

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)
Restricted Stock Units	⁽³⁾	03/24/2023		D			1,035	⁽¹⁾	⁽¹⁾	Class A Common Stock	1,035	⁽¹⁾	0	D
Restricted Stock Units	⁽³⁾	03/24/2023		D			2,701	⁽¹⁾⁽⁴⁾	⁽¹⁾	Class A Common Stock	2,701	⁽¹⁾	0	D
Restricted Stock Units	⁽³⁾	03/24/2023		D			17,124	⁽¹⁾⁽⁴⁾	⁽¹⁾	Class A Common Stock	17,124	⁽¹⁾	0	D
Restricted Stock Units	⁽³⁾	03/24/2023		D			14,423	⁽¹⁾⁽⁴⁾	⁽¹⁾	Class A Common Stock	14,423	⁽¹⁾	0	D
Performance Stock Units	⁽³⁾	03/24/2023		D			13,485	⁽⁵⁾	⁽²⁾	Class A Common Stock	13,485	⁽²⁾	0	D
Performance Stock Units	⁽³⁾	03/24/2023		D			10,817	⁽⁶⁾	⁽²⁾	Class A Common Stock	10,817	⁽²⁾	0	D
Options (right to buy)	$25.28	03/24/2023		D			3,226	⁽⁷⁾	02/28/2030	Class A Common Stock	3,226	⁽⁸⁾	0	D
Options (right to buy)	$25.46	03/24/2023		D			7,126	⁽⁷⁾	02/26/2031	Class A Common Stock	7,126	⁽⁸⁾	0	D

Explanation of Responses:

1. As of the Transaction Date and pursuant to a merger agreement between the Issuer and Global Payments Inc. (the "Merger Agreement"), RSUs were canceled in exchange for a total cash payment of $1,199,622.00, representing the number of shares multiplied by the applicable consideration amount required in the Merger Agreement. The cash payment includes $35,190.00 for 1,035 units (which would have vested on the fourth anniversary of 2/28/2020), $91,834.00 for 2,701 units, $582,216.00 for 17,124 units, and $490,382.00 for 14,423 units. Vested shares were also canceled and provided consideration pursuant to the Merger Agreement.

2. As of the Transaction Date and pursuant to the Merger Agreement, PSUs were canceled in exchange for a total cash payment of $826,268.00, representing the number of shares multiplied by the applicable consideration amount required in the Merger Agreement. The cash payment includes $458,490.00 for 13,485 units and $367,778.00 for 10,817 units.

3. Upon vesting, restricted stock units and performance stock units convert to shares of Issuer common stock on a one-for-one basis.

4. The RSU grant provided for ratable vesting of 2,701 units on the third and fourth anniversary of 2/24/2025, 17,124 units on the third and fourth anniversary of 7/30/2021, and 14,423 units on the second and third anniversary of 2/24/2022.

5. The PSU grant provided for vesting of 13,485 units on 2/24/2025, subject to satisfying additional performance conditions.

6. The PSU grant provided for vesting of 10,817 units on 3/31/2025, subject to satisfying additional performance conditions.

7. The options grant provided for vesting of 3,226 units on the fourth anniversary of 2/28/2020 and 7,126 units on the fourth anniversary of 2/26/2021.

8. As of the Transaction Date and pursuant to the Merger Agreement, option rights were canceled in exchange for a total cash payment of $88,986.76, representing the number of shares multiplied by the applicable consideration amount required in the Merger Agreement. The cash payment includes $28,130.72 for 3,226 units and $60,856.04 for 7,126 units.

Remarks:

	/s/ Kelli E. Sterrett	03/28/2023
	** 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.

SEC Form 4 filed by Sterrett Kelli