FISERV INC — Director's Dealing 2019

Jul 31, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FISERV INC (FISV)
CIK: 0000798354
Period of Report: 2019-07-29

Reporting Person: Chiarello Guy (Chief Administrative Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-07-29	Common Stock	A	464030	—	Acquired	464030	Direct
2019-07-29	Common Stock	F	15737	$104.64	Disposed	448293	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-07-29	Employee Stock Option (right to buy)	$36.54	A	479292	Acquired	2023-07-11	Common Stock (479292)	Direct
2019-07-29	Employee Stock Option (right to buy)	$41.75	A	41937	Acquired	2024-02-10	Common Stock (41937)	Direct
2019-07-29	Employee Stock Option (right to buy)	$46.97	A	47929	Acquired	2025-01-14	Common Stock (47929)	Direct
2019-07-29	Employee Stock Option (right to buy)	$52.81	A	79882	Acquired	2025-10-15	Common Stock (79882)	Direct
2019-07-29	Employee Stock Option (right to buy)	$52.81	A	159764	Acquired	2025-10-15	Common Stock (159764)	Direct
2019-07-29	Employee Stock Option (right to buy)	$41.33	A	61802	Acquired	2026-02-24	Common Stock (61802)	Direct

Footnotes

F1: Reflects shares of common stock, par value $0.01, of Fiserv, Inc. (the "Issuer") acquired on July 29, 2019, upon the completion of the merger (the "Merger") of 300 Holdings, Inc., a wholly owned subsidiary of the Issuer, with and into First Data Corporation ("First Data"), pursuant to the Agreement and Plan of Merger, dated as of January 16, 2019 (the "Merger Agreement"). At the effective time of the Merger (the "Effective Time"), each share of First Data Class A common stock and First Data Class B common stock (the "First Data common stock") issued and outstanding immediately prior to the Effective Time (other than certain shares) was converted into the right to receive 0.303 of a share (the "Exchange Ratio") of the Issuer's common stock, with cash payable in lieu of any fractional share of the Issuer's common stock.

F2: Consists of (i) 164,556 shares of the Issuer's common stock acquired by the Reporting Person upon the completion of the Merger, (ii) 267,522 restricted stock units of the Issuer subject to time-based vesting, which were converted in the Merger from units denominated in shares of First Data common stock based on the Exchange Ratio (rounded to the nearest whole number), and (iii) 31,952 shares of the Issuer's restricted stock subject to performance-vesting, which were converted in the Merger from awards denominated in shares of First Data common stock based on the Exchange Ratio (rounded to the nearest whole number).

F3: As converted and as applicable, these restricted stock units and shares of restricted stock will generally continue to be governed by the same terms and conditions as were applicable prior to the Effective Time, except that the shares of restricted stock subject to performance-vesting will be eligible to vest upon satisfaction of an adjusted performance condition based on a target price per share of the Issuer's common stock equal to $32.00 divided by the Exchange Ratio, in each case, in accordance with the Merger Agreement.

F4: The 267,522 restricted stock units subject to time-based vesting will vest as follows: 60,600 on August 15, 2019; 41,538 on February 15, 2020; 31,718 on February 20, 2020; 60,600 on August 15, 2020; 52,048 on February 15, 2021; and 21,018 on February 15, 2022.

F5: Shares withheld by the Issuer to pay tax liability incident to the vesting of First Data restricted stock in the Merger and receipt of shares of the Issuer's common stock in the Merger.

F6: These stock options are fully vested and exercisable.

F7: Pursuant to the Merger Agreement and immediately after the Effective Time, each First Data stock option was converted into a stock option to purchase a number of shares of the Issuer's common stock equal to the product (rounded down to the nearest whole number) of (a) the number of shares of First Data common stock subject to such option and (b) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (i) the exercise price per share of such First Data stock option divided by (ii) the Exchange Ratio. As converted, the stock options will generally continue to be governed by the same terms and conditions as were applicable prior to the Effective Time, except that certain of the stock options will be eligible to vest upon satisfaction of an adjusted performance condition.

F8: These stock options will become vested and exercisable upon satisfaction of an adjusted performance condition based on a target price per share of the Issuer's common stock equal to $32.00 divided by the Exchange Ratio, in accordance with the Merger Agreement.

F9: Of these stock options, (i) half became vested and exercisable pursuant to their terms in equal portions on each of December 31, 2017 and 2018, and (ii) the remaining half, which would have vested in equal portions on each of December 31, 2019 and 2020, was subject to accelerated vesting and became immediately vested and exercisable upon completion of the Merger.