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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (right to buy) (3) | $ 1.295 | 04/17/2013 | A | 467,456 | 04/17/2013 | 02/11/2021 | Common Stock | 467,456 | $ 0 | 467,456 | D | ||||
| Stock Option (right to buy) | $ 1.295 | 04/18/2013 | M | 100,000 | 04/17/2013 | 02/11/2021 | Common Stock | 100,000 | $ 0 | 367,456 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Ramirez Carlos J. C/O EVERTEC, INC., CUPEY CENTER BUILDING ROAD 176, KILOMETER 1.3 SAN JUAN, PR 00926 |
Executive Vice President | |||
| /s/ Carlos J. Ramirez | 04/19/2013 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | On April 11, 2013, the Issuer's "class B non-voting common stock" was converted to "class A common stock" and on April 17, 2013, the "class A common stock" was renamed "common stock. All shares of common stock are subject to a lock-up agreement (the "Lock-Up Agreement") entered into by the Reporting Person in connection with the Issuer's initial public offering, which restricts the Reporting Person's ability to sell or otherwise dispose of such shares prior to October 9, 2013. |
| (2) | Reflects shares of common stock withheld by the Issuer to fund the cashless exercise of stock options and to pay the tax liability of the Reporting Person in connection with such exercise. |
| (3) | Options related to 373,964 shares of common stock are currently vested and exercisable and the remaining options vest and become exercisable in three substantially equal installments on September 30, 2013, September 30, 2014, and September 30, 2015. Of the currently vested options, options related to 62,328 shares became exercisable upon consummation of the Issuer's initial public offering and options related to 311,636 shares vested and became exercisable on April 17, 2013 due to the satisfaction of investor internal rate of return targets due to the consummation of the initial public offering. All shares issued upon exercise of any options will be subject to the Lock-Up Agreement. |