sc0047.htm
 
UNITED STATES
  
 
SECURITIES AND EXCHANGE COMMISSION
  
 
Washington, D.C. 20549
  
     
 
SCHEDULE 13D
  
 
(RULE 13d-101)
  
     
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
  
 
PURSUANT TO § 240.13d-1(a) AND AMENDMENTS
  
 
THERETO FILED PURSUANT TO § 240.13d-2(a)
  
     
 
UNDER THE SECURITIES EXCHANGE ACT OF 1934
  
 
(Amendment No. 4)*
  
     
     
 
Vantiv, Inc.
  
 
(Name of Issuer)
  
     
 
Class A Common Stock, $0.00001 Par Value Per Share
  
 
(Title of Class of Securities)
  
     
 
92210H105
  
 
(CUSIP Number)
  
     
 
Fifth Third Bancorp
  
 
38 Fountain Square Plaza
  
 
Cincinnati, Ohio 45263
  
 
Tel No.: (800) 972-3030
  
 
Attention:  James R. Hubbard
  
 
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
  
     
 
June 2, 2014
  
 
(Date of Event which Requires Filing of this Statement)
  
     

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
 
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).  




 
 
 


CUSIP No. 92210H105
Schedule 13D
Page 2 of 6

1.
Names of Reporting Persons
 
 
 
Fifth Third Bancorp 31-0854434
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
 
 
 
(a)  T
 
(b)  £
3.
SEC Use Only
 
 
 
 
4.
Source of Funds (See Instructions)
 
 
 
Not Applicable
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
 
 
T
6.
Citizenship or Place of Organization
 
 
 
Ohio
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7.
Sole Voting Power
 
 
 
0
8.
Shared Voting Power
 
 
 
43,042,826 (See Item 5.)
9.
Sole Dispositive Power
 
 
 
0
10.
Shared Dispositive Power
 
 
 
43,042,826 (See Item 5.)
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
 
 
43,042,826 (See Item 5.)
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
 
 
 
o
13.
Percent of Class Represented by Amount in Row (11)
 
 
 
18.5% (See Item 5.)
14.
Type of Reporting Person (See Instructions)
 
 
 
HC



 
 
 


CUSIP No. 92210H105
Schedule 13D
Page 3 of 6

1.
Names of Reporting Persons
 
 
 
Fifth Third Bank 31-0676865
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
 
 
 
(a)  T
 
(b)  £
3.
SEC Use Only
 
 
 
 
4.
Source of Funds (See Instructions)
 
 
 
Not Applicable
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
 
 
£
6.
Citizenship or Place of Organization
 
 
 
Ohio
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7.
Sole Voting Power
 
 
 
0
8.
Shared Voting Power
 
 
 
43,042,826 (See Item 5.)
9.
Sole Dispositive Power
 
 
 
0
10.
Shared Dispositive Power
 
 
 
43,042,826 (See Item 5.)
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
 
 
43,042,826 (See Item 5.)
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
 
 
 
o
13.
Percent of Class Represented by Amount in Row (11)
 
 
 
18.5% (See Item 5.)
14.
Type of Reporting Persons (See Instructions)
 
 
 
BK



 
 
 


CUSIP No. 92210H105
Schedule 13D
Page 4 of 6

This Amendment No. 4 to the Statement on Schedule 13D (this “Amendment No. 4”) relates to the Class A common stock, $0.00001 par value per share, of Vantiv, Inc. (“Vantiv” or the “Company”), a Delaware corporation, and amends the initial statement on Schedule 13D filed by Fifth Third Bancorp, an Ohio corporation (“Bancorp”), Fifth Third Bank, an Ohio banking corporation (“FTB” and, together with Bancorp, the “Reporting Persons”), and FTPS Partners, LLC, a Delaware limited liability company, with the Securities and Exchange Commission on April 2, 2012, as amended by Amendment No. 1 to the initial statement, filed by the Reporting Persons and FTPS Partners, LLC with the Securities Exchange Commission on December 14, 2012, Amendment No. 2 to the initial statement, filed by the Reporting Persons with the Securities Exchange Commission on May 17, 2013 and Amendment No. 3 to the initial statement, filed by the Reporting Persons with the Securities Exchange Commission on August 9, 2013 (the initial statement, Amendment No. 1, Amendment No. 2 and Amendment No. 3 together, the “Initial Statement”).  Unless otherwise indicated, all capitalized terms used but not defined herein have the meanings set forth in the Initial Statement.

Item 2.
Identity and Background.

Information regarding the executive officers and directors of the Reporting Persons is hereby amended by replacing Exhibit A to the Initial Statement in its entirety with Exhibit A attached hereto.

Item 4.
Purpose of Transaction.

Item 4. of the Initial Statement is hereby supplemented by inserting the following paragraph after the sixth paragraph thereunder:

“On June 2, 2014, FTB completed the sale of 5,780,000 shares of Class A common stock of Vantiv as part of a registered block trade transaction (the “Block Trade”) conducted pursuant to FTB’s exercise of the registration rights granted to it by Vantiv in connection with the IPO and related reorganization transactions.  All of the shares of Class A common stock sold by FTB in the Block Trade were acquired by exercising the Exchange Right granted to FTB under the Exchange Agreement.  FTB exchanged 5,780,000 Class B units of Holding, and 5,780,000 shares of Class B common stock of Vantiv owned by it were simultaneously cancelled pursuant to the Exchange Agreement.  Immediately following the completion of the Secondary Offering, FTB held 43,042,826 Class B units of Holding and 43,042,826 shares of Class B common stock of Vantiv.”

The thirteenth paragraph under Item 4. of the Initial Statement is hereby replaced in its entirety with the following:

“The Reporting Persons have no present plans or proposals that relate to or would result in any of the actions enumerated in paragraphs (a) through (j) of Item 4 of Schedule 13D.  However, the Reporting Persons may, from time to time, following the expiration of the 45-day lock-up agreement entered into in connection with the Block Trade and effective as of May 28, 2014, (i) exercise the Exchange Right and/or (ii) dispose of all or part of any shares of Class A common stock received upon exercise of the Exchange Right.  If the Reporting Persons do from time to time exercise the Exchange Right with respect to the Class B units of Holding, an equal number of shares of Class B common stock of Vantiv automatically will be cancelled, and thus the number of directors that the Reporting Persons are entitled to elect could decrease.  In addition, the Reporting Persons have the right to, and may from time to time, exercise the consent rights with respect to Vantiv and Holding that are described in Item 6.”

Item 5.
Interests in Securities of the Issuer.

Paragraphs (a)–(d) of Item 5. of the Initial Statement are hereby replaced in their entirety as follows:

“(a)           None of the Reporting Persons currently owns any issued and outstanding shares of Class A common stock of Vantiv.  As a result of Bancorp’s and FTB’s ownership of Class B units of Holding and the Warrant and Bancorp’s and FTB’s Exchange Right, Bancorp and FTB beneficially own 18.5% of the Class A common stock of Vantiv.  If there were no 18.5% limit, and if all Class B units of Holding held by Bancorp and FTB were exchanged for Class A common stock of Vantiv, Bancorp and FTB would hold 22.8 % of the Class A common stock.”

“Bancorp beneficially owns 43,042,826 Class B units of Holding, consisting of 43,042,826 Class B units of Holding held by FTB, which represent 22.8% of the outstanding units of Holding, and a Warrant exercisable for 20,378,027 Class C non-voting units of Holding held by FTB, which are then exchangeable for Class A common stock of Vantiv pursuant to the Exchange Right.  FTB beneficially owns 43,042,826 Class B units of Holding, consisting of 43,042,826 Class B units of Holding held directly by FTB, which represent 22.8% of the outstanding units of Holding, and a Warrant exercisable for


 
 
 


CUSIP No. 92210H105
Schedule 13D
Page 5 of 6

20,378,027 Class C non-voting units of Holding held by FTB, which are then exchangeable for Class A common stock of Vantiv pursuant to the Exchange Right.”

“Because the voting power conferred by the Class B common stock is limited to 18.5% of all voting power of the capital stock of Vantiv and because the voting power of the Class B common stock is reduced by any Class A common stock that the Fifth Third investors may hold so that the 18.5% limit is not exceeded, the Class B common stock would not confer any additional voting power on the Reporting Persons if the Reporting Persons also held Class A common stock.”

“Other than as provided above and other than equity awards made to Greg D. Carmichael and Daniel T. Poston, as directors of Vantiv, each pursuant to the Vantiv 2012 Equity Incentive Plan as set forth in Exhibit H, neither the Reporting Persons nor, to the best of their knowledge, any of the persons listed on Exhibit A, owns or has any right to acquire, directly or indirectly, any shares of the Class A common stock of Vantiv.”

“(b)           Bancorp and FTB share the power to vote or to direct the vote and to dispose or direct the disposition of all shares of Class A common stock of Vantiv indicated in Item 5(a) above.”

“(c)           Except for the exchange of Class B units of Holding and the sale of the resulting shares of Class A common stock in the June 2, 2013 Block Trade, none of the Reporting Persons, nor, to the best of the Reporting Persons’ knowledge, any of the persons listed in Exhibit A hereto, has effected any transaction that may be deemed to be a transaction in the Class A common stock of Vantiv during the past 60 days.”

“(d)           No other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Class A common stock of Vantiv that may be deemed to be beneficially owned by the Reporting Persons as provided for herein.”

Item 6.
Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer.

Item 6. of the Initial Statement is hereby supplemented by inserting the following at the end of the information contained therein:

“Underwriting Agreement”

“In connection with the Block Trade, FTB entered into an underwriting agreement, dated May 28, 2014 (the “Underwriting Agreement”), with Vantiv, Holding and Goldman Sachs & Co., as underwriter, relating to the purchase by the underwriter of 5,780,000 shares of Class A common stock of Vantiv from FTB.”

“The form of Underwriting Agreement executed in connection with the Block Trade is attached hereto as Exhibit K.”

Item 7.
Material to be Filed as Exhibits.

Item 7. of the Initial Statement is hereby amended and supplemented as follows:

Exhibit
Description
Exhibit A
Directors and Executive Officers of Fifth Third Bancorp and Fifth Third Bank
Exhibit H
Beneficial Ownership of Vantiv, Inc. securities by Greg D. Carmichael and Daniel T. Poston
Exhibit K
Underwriting Agreement (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K (Securities Exchange Act File No. 001-34562) that was filed with the U.S. Securities and Exchange Commission on June 3, 2014 by Vantiv, Inc.)



 
 
 


CUSIP No. 92210H105
Schedule 13D
Page 6 of 6
 

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated:
June 10, 2014

 
Fifth Third Bancorp
       
       
 
By:
/s/ James R. Hubbard
   
Name:
James R. Hubbard
   
Title:
Senior Vice President & Chief Legal Officer
       
       
 
Fifth Third Bank
       
       
 
By:
/s/ James R. Hubbard
   
Name:
James R. Hubbard
   
Title:
Senior Vice President & Chief Legal Officer



 
 
 
 
Exhibit A

DIRECTORS AND EXECUTIVE OFFICERS OF FIFTH THIRD BANCORP
AND FIFTH THIRD BANK

The following tables set forth the name and present principal occupation or employment, the name, principal business and address of any corporation or other organization in which such occupation or employment is conducted, and citizenship of each director and executive officer of Fifth Third Bancorp and Fifth Third Bank. The business address of each such person whose principal occupation or employment is with Fifth Third Bancorp or Fifth Third Bank is c/o Fifth Third Bancorp at 38 Fountain Square Plaza, Cincinnati, Ohio 45263.

DIRECTORS OF
FIFTH THIRD BANCORP
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND PRINCIPAL BUSINESS AND BUSINESS ADDRESS
CITIZENSHIP
     
James P. Hackett, Chairman
 
Vice Chair and Director, Steelcase Inc.
P.O. Box 1967 Location CH4E
Grand Rapids, MI 49501-1967
 
United States
 
     
Marsha C. Williams, Lead Director
Former Senior Vice President and CFO, Orbitz Worldwide, Inc.
34 Logan Loop
Highland Park, IL 60035
United States
     
Nicholas K. Akins
Chairman, President and Chief Executive Officer, American Electric Power
1 Riverside Plaza
Colombus, Ohio 43215
United States
     
B. Evan Bayh III
Partner, McGuireWoods LLP
2001 K Street Suite 400
Washington, DC 20006-1040
United States
     
Ulysses L. Bridgeman, Jr.
President, B.F. Companies
1903 Stanley Gault Parkway
Louisville, KY 40223
United States
     
Emerson L. Brumback
Former President and COO, M&T Bank
13635 Carnoustie Circle
Dade City, FL 33525
United States
     
Gary R. Heminger
President and CEO, Marathon Petroleum Corporation
539 South Main Street
Findlay, OH 45840
United States
     
Jewell D. Hoover
Principal and bank consultant, Hoover and Associates, LLC
P.O. Box 49777
Charlotte, NC 28277
United States
     
Kevin T. Kabat
Vice Chairman & CEO, Fifth Third Bancorp
38 Fountain Square Plaza,
Cincinnati, Ohio  45263
United States
     
Mitchel D. Livingston, Ph.D.
Former Vice President for Student Affairs and Chief Diversity Officer, University of Cincinnati
P.O. Box 210638
Cincinnati, OH 45221-0638
United States
 
A-1
 
 
 
DIRECTORS OF
FIFTH THIRD BANCORP
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND PRINCIPAL BUSINESS AND BUSINESS ADDRESS
CITIZENSHIP
     
Michael B. McCallister
Former Chairman of the Board of Directors and CEO, Humana Inc.
500 West Main Street
Louisville, KY 40202
United States
     
Hendrik G. Meijer
Co-Chairman of the Board of Directors and CEO, Meijer, Inc.
2929 Walker NW
Grand Rapids, MI 49504
United States

EXECUTIVE OFFICERS OF
FIFTH THIRD BANCORP
PRESENT PRINCIPAL OCCUPATION
CITIZENSHIP
     
Kevin T. Kabat
Vice Chairman & CEO, Fifth Third Bancorp
United States
     
Chad M. Borton
Executive Vice President, Fifth Third Bancorp
United States
     
Greg D. Carmichael
President & Chief Operating Officer, Fifth Third Bancorp
United States
     
Frank R. Forrest
Executive Vice President & Chief Risk and Credit Officer, Fifth Third Bancorp
United States
     
Mark D. Hazel
Senior Vice President & Controller, Fifth Third Bancorp
United States
     
James R. Hubbard
Senior Vice President & Chief Legal Officer, Fifth Third Bancorp
United States
     
James C. Leonard
Senior Vice President and Treasurer, Fifth Third Bancorp
United States
     
Gregory L. Kosch
Executive Vice President, Fifth Third Bancorp
United States
     
Daniel T. Poston
Executive Vice President & Chief Strategy and Administrative Officer, Fifth Third Bancorp
United States
     
Joseph R. Robinson
Executive Vice President & Chief Information Officer, Fifth Third Bancorp
United States
     
Robert A. Sullivan
Senior Executive Vice President, Fifth Third Bancorp
United States
     
Teresa J. Tanner
Executive Vice President & Chief Human Resources Officer, Fifth Third Bancorp
United States
     
Mary E. Tuuk
Executive Vice President of Corporate Services and Board Secretary, Fifth Third Bancorp
United States
 
A-2
 
 
 
EXECUTIVE OFFICERS OF
FIFTH THIRD BANCORP
PRESENT PRINCIPAL OCCUPATION
CITIZENSHIP
     
Tayfun Tuzun
Executive Vice President & Chief Financial Officer, Fifth Third Bancorp
United States


A-3


 
 
 


DIRECTORS OF
FIFTH THIRD BANK
PRESENT PRINCIPAL OCCUPATION
CITIZENSHIP
     
James P. Hackett, Chairman
Vice Chair and Director, Steelcase Inc.
United States
     
Marsha C. Williams, Lead Director
Former Senior Vice President and CFO, Orbitz Worldwide, Inc.
United States
     
Nicholas K. Akins
Chairman, President and CEO, American Electric Power Company
United States
     
B. Evan Bayh III
Partner, McGuireWoods LLP
United States
     
Ulysses L. Bridgeman, Jr.
President, B.F. Companies
United States
     
Emerson L. Brumback
Former President and COO, M&T Bank
United States
     
Gary R. Heminger
President and CEO, Marathon Petroleum Corporation
United States
     
Jewell D. Hoover
Principal and bank consultant, Hoover and Associates, LLC
United States
     
Kevin T. Kabat
Vice Chairman & CEO, Fifth Third Bancorp
United States
     
Mitchel D. Livingston, Ph.D.
Former Vice President for Student Affairs and Chief Diversity Officer, University of Cincinnati
United States
     
Michael B. McCallister
Former Chairman of the Board of Directors and CEO, Humana Inc.
United States
     
Hendrik G. Meijer
Co-Chairman of the Board of Directors and CEO, Meijer, Inc.
United States
     
 

EXECUTIVE OFFICERS OF
FIFTH THIRD BANK
PRESENT PRINCIPAL OCCUPATION
CITIZENSHIP
     
Kevin T. Kabat
Vice Chairman & CEO, Fifth Third Bancorp
United States
     
Chad M. Borton
Executive Vice President, Fifth Third Bancorp
United States
     
Greg D. Carmichael
President & Chief Operating Officer, Fifth Third Bancorp
United States
     
Frank R. Forrest
Executive Vice President & Chief Risk and Credit Officer
United States
     
Mark D. Hazel
Senior Vice President & Controller, Fifth Third Bancorp
United States
     
James R. Hubbard
Senior Vice President & Chief Legal Officer, Fifth Third Bancorp
United States
     
 
A-4
 
 
 


EXECUTIVE OFFICERS OF
FIFTH THIRD BANK
PRESENT PRINCIPAL OCCUPATION
CITIZENSHIP
     
James C. Leonard
Senior Vice President and Treasurer, Fifth Third Bancorp
United States
     
Gregory L. Kosch
Executive Vice President, Fifth Third Bancorp
United States
     
Daniel T. Poston
Executive Vice President & Chief Strategy and Administrative Officer, Fifth Third Bancorp
United States
     
Joseph R. Robinson
Executive Vice President & Chief Information Officer, Fifth Third Bancorp
United States
     
Robert A. Sullivan
Executive Vice President, Fifth Third Bancorp
United States
     
Teresa J. Tanner
Executive Vice President & Chief Human Resources Officer, Fifth Third Bancorp
United States
     
Mary E. Tuuk
Executive Vice President of Corporate Services and Board Secretary, Fifth Third Bancorp
United States
     
Tayfun Tuzun
Executive Vice President & Chief Financial Officer, Fifth Third Bancorp
United States


A-5


 
 
 

BENEFICIAL OWNERSHIP OF VANTIV, INC. SECURITIES BY
GREG D. CARMICHAEL AND DANIEL T. POSTON

Executive Officer or Director
Beneficial Ownership of Class A common stock of Vantiv, Inc.
   
Greg D. Carmichael
16,414 shares
Daniel T. Poston
13,854.4256 shares


H-1