Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
Fiserv, Inc.
|
(Name of Issuer)
|
Common Stock, par value $0.01 per share
|
(Title of Class of Securities)
|
337738108
|
(CUSIP Number)
|
Christopher Lee, Esq.
Kohlberg Kravis Roberts & Co. L.P.
30 Hudson Yards
New York, New York 10001
Telephone: (212) 750-8300
with a copy to:
Richard A. Fenyes
Kathryn King Sudol
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
Telephone: (212) 455-2000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
|
March 22, 2022
|
(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 §240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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. 337738108
|
13D
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
New Omaha Holdings L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSUR
E OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
42,787,369
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
42,787,369
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
42,787,369
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
6.6%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
2
CUSIP No. 337738108
|
13D
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
New Omaha Holdings LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
42,787,369
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
42,787,369
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
42,787,369
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
6.6%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
3
CUSIP No. 337738108
|
13D
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
KKR 2006 Fund L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
42,787,369
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
42,787,369
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
42,787,369
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
6.6%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
4
CUSIP No. 337738108
|
13D
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
KKR Associates 2006 L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
42,787,369
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
42,787,369
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
42,787,369
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
6.6%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
5
CUSIP No. 337738108
|
13D
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
KKR 2006 GP LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
42,787,369
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
42,787,369
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
42,787,369
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
6.6%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
6
CUSIP No. 337738108
|
13D
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
KKR Group Partnership L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
42,787,369
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
42,787,369
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
42,787,369
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
6.6%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
7
CUSIP No. 337738108
|
13D
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
KKR Group Holdings Corp.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
42,787,369
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
42,787,369
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
42,787,369
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
6.6%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
8
CUSIP No. 337738108
|
13D
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
KKR & Co. Inc.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
42,787,369
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
42,787,369
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
42,787,369
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
6.6%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
9
CUSIP No. 337738108
|
13D
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
KKR Management LLP
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
42,787,369
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
42,787,369
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
42,787,369
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
6.6%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
10
CUSIP No. 337738108
|
13D
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Henry R. Kravis
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
United States
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
42,787,369
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
42,787,369
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
42,787,369
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
|||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
6.6%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN
|
|
|
|||
|
|
11
CUSIP No. 337738108
|
13D
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
George R. Roberts
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
United States
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
42,787,369
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
42,787,369
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
42,787,369
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
6.6%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN
|
|
|
|||
|
|
12
Explanatory Note
This Amendment No. 8 (“Amendment No. 8”) to Schedule 13D relates to the shares of common stock, par value $0.01 per share (the “Common Stock”), of Fiserv, Inc., a Wisconsin corporation (the “Issuer”), and amends the initial statement on Schedule
13D filed by the Reporting Persons on August 7, 2019, as amended by Amendment No. 1 to Schedule 13D filed on September 9, 2019, Amendment No. 2 to Schedule 13D filed on August 21, 2020, Amendment No. 3 to Schedule 13D filed on December 14, 2020,
Amendment No. 4 to Schedule 13D filed on May 4, 2021, Amendment No. 5 filed on August 6, 2021, Amendment No. 6 filed on October 15, 2021 and Amendment No. 7 filed on December 20, 2021 (as amended, the “Schedule 13D”). Except as specifically
provided herein, this Amendment No. 8 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined in this Amendment No. 8 shall have the same meanings herein as are ascribed to such terms
in the Initial Statement.
As previously disclosed in Amendment No. 5 to Schedule 13D, filed on August 6, 2021, New Omaha Holdings L.P. previously entered into a Rule 10b5-1 sales plan (the “10b5-1 Plan”). This Amendment No. 8 is being filed to update the Reporting
Persons’ beneficial ownership of shares of Common Stock as a result of sales pursuant to such Rule 10b5-1 sales plan since the filing of Amendment No. 7 to Schedule 13D. Further information about the 10b5-1 Plan is set forth in Amendment No. 5 to
Schedule 13D.
This Amendment No. 8 is being filed by:
(i) |
New Omaha Holdings L.P., a Delaware limited partnership;
|
(ii) |
New Omaha Holdings LLC, a Delaware limited liability company;
|
(iii) |
KKR 2006 Fund L.P., a Delaware limited partnership;
|
(iv) |
KKR Associates 2006 L.P., a Delaware limited partnership;
|
(v) |
KKR 2006 GP LLC, a Delaware limited liability company;
|
(vi) |
KKR Group Partnership L.P., a Cayman Islands exempted limited partnership;
|
(vii) |
KKR Group Holdings Corp., a Delaware corporation;
|
(viii) |
KKR & Co. Inc., a Delaware corporation;
|
(ix) |
KKR Management LLP, a Delaware limited liability partnership;
|
(x) |
Henry R. Kravis, a United States citizen; and
|
(xi) |
George R. Roberts, a United States citizen (the persons and entities listed in items (i) through (xi)
are collectively referred to herein as the “Reporting Persons”).
|
Item 2. |
Identity and Background.
|
Item 2 of the Schedule 13D is hereby amended and supplemented as follows:
The information set forth in amended and restated Annex A hereto is incorporated by reference in this amended Item 2. Mr. Ryan Stork currently serves as an executive officer of KKR & Co. Inc. Mr. Stork is a
United States citizen and his business address is c/o Kohlberg Kravis & Roberts & Co. L.P., 30 Hudson Yards, New York, New York 10001.
Item 5. |
Interest in Securities of the Issuer.
|
Items 5(a), (b) and (c) of the Schedule 13D are hereby amended and restated as follows:
The information set forth in Item 2 and Annex A of this Schedule 13D and the cover pages of this Schedule 13D is hereby incorporated by reference into this Item 5.
(a) and (b). As of 4:30 p.m. Eastern on March 22, 2022, the Reporting Persons may be deemed to beneficially own 42,787,369 shares of Common Stock, which represents approximately 6.6% of the outstanding shares of the
Issuer’s Common Stock.
The percentage of beneficial ownership in this Schedule 13D is based on 652,196,905 shares of Common Stock outstanding as of February 18, 2022, as set forth in the Issuer’s Annual Report on Form 10-K, filed by the
Issuer on February 24, 2022.
Each of New Omaha Holdings LLC (as the general partner of New Omaha Holdings L.P.), KKR 2006 Fund L.P. (as the sole member of New Omaha Holdings LLC), KKR Associates 2006 L.P. (as the general partner of KKR 2006
Fund L.P.), KKR 2006 GP LLC (as the general partner of KKR Associates 2006 L.P.), KKR Group Partnership L.P. (as the designated member of KKR 2006 GP LLC), KKR Group Holdings Corp. (as the general partner of KKR Group Partnership L.P.), KKR &
Co. Inc. (as the sole shareholder of KKR Group Holdings Corp.), KKR Management LLP (as the Series I preferred stockholder of KKR & Co. Inc.), and Messrs. Kravis and Roberts (as the founding partners of KKR Management LLP) may be deemed to be
the beneficial owner of the securities beneficially owned directly by New Omaha Holdings L.P., in each case, as described more fully in this Schedule 13D.
The filing of this Schedule 13D shall not be construed as an admission that any of the above-listed entities or individuals is the beneficial owner of any securities covered by this Schedule 13D.
To the best knowledge of the Reporting Persons, none of the individuals named in Item 2 beneficially owns any shares of Common Stock except as described in the Schedule 13D.
(c) Except as set forth on Schedule 1 of this Schedule 13D, which presents information as of 4:30 p.m. Eastern on March 22, 2022, none of the Reporting Persons, or, to the best knowledge of the Reporting Persons,
any other individual named in Item 2 has engaged in any transaction in any shares of Common Stock in the past 60 days.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: March 23, 2022
|
NEW OMAHA HOLDINGS L.P.
|
||
By:
|
New Omaha Holdings LLC, its general partner
|
||
By:
|
/s/ Christopher Lee
|
||
Name:
|
Christopher Lee
|
||
Title:
|
Attorney-in-fact for Scott C. Nuttall, President
|
NEW OMAHA HOLDINGS LLC
|
|||
By:
|
/s/ Christopher Lee
|
||
Name:
|
Christopher Lee
|
||
Title:
|
Attorney-in-fact for Scott C. Nuttall, President
|
KKR 2006 FUND L.P.
|
|||
By:
|
KKR Associates 2006 L.P., its general partner
|
||
By:
|
KKR 2006 GP LLC, its general partner
|
||
By:
|
/s/ Christopher Lee
|
||
Name:
|
Christopher Lee
|
||
Title:
|
Attorney-in-fact for
|
||
Robert H. Lewin, Chief Financial Officer
|
KKR ASSOCIATES 2006 L.P.
|
|||
By:
|
KKR 2006 GP LLC, its general partner
|
||
By:
|
/s/ Christopher Lee
|
||
Name:
|
Christopher Lee
|
||
Title:
|
Attorney-in-fact for
|
||
Robert H. Lewin, Chief Financial Officer
|
KKR 2006 GP LLC
|
|||
By:
|
/s/ Christopher Lee
|
||
Name:
|
Christopher Lee
|
||
Title:
|
Attorney-in-fact for
|
||
Robert H. Lewin, Chief Financial Officer
|
KKR GROUP PARTNERSHIP L.P.
|
|||
By:
|
KKR Group Holdings Corp., general partner
|
||
By:
|
/s/ Christopher Lee
|
||
Name:
|
Christopher Lee
|
||
Title:
|
Assistant Secretary
|
KKR GROUP HOLDINGS CORP.
|
|||
By:
|
/s/ Christopher Lee
|
||
Name:
|
Christopher Lee
|
||
Title:
|
Assistant Secretary
|
KKR & CO. INC.
|
|||
By:
|
/s/ Christopher Lee
|
||
Name:
|
Christopher Lee
|
||
Title:
|
Assistant Secretary
|
KKR MANAGEMENT LLP
|
|||
By:
|
/s/ Christopher Lee
|
||
Name:
|
Christopher Lee
|
||
Title:
|
Assistant Secretary
|
HENRY R. KRAVIS
|
|||
By:
|
/s/ Christopher Lee
|
||
Name:
|
Christopher Lee
|
||
Title:
|
Attorney-in-fact
|
GEORGE R. ROBERTS
|
|||
By:
|
/s/ Christopher Lee
|
||
Name:
|
Christopher Lee
|
||
Title:
|
Attorney-in-fact
|
Schedule 1
Transactions in the past 60 days, all of which were open market sales of Common Stock by New Omaha Holdings L.P. pursuant to the 10b5-1 Plan.
Date
|
Number of
Shares Sold
|
Weighted
Avg.
Price Per
Share
|
Price Range
Per Share
|
|||||||||||||
Low
|
High
|
|||||||||||||||
1/24/2022
|
95,998
|
$
|
100.90
|
$
|
100.35
|
$
|
101.34
|
|||||||||
1/24/2022
|
77,755
|
$
|
101.75
|
$
|
101.36
|
$
|
102.34
|
|||||||||
1/24/2022
|
159,335
|
$
|
102.80
|
$
|
102.36
|
$
|
103.34
|
|||||||||
1/24/2022
|
37,463
|
$
|
103.82
|
$
|
103.36
|
$
|
104.32
|
|||||||||
1/24/2022
|
3,700
|
$
|
104.53
|
$
|
104.40
|
$
|
104.81
|
|||||||||
1/25/2022
|
72,243
|
$
|
100.40
|
$
|
100.00
|
$
|
100.99
|
|||||||||
1/25/2022
|
139,184
|
$
|
101.29
|
$
|
101.00
|
$
|
101.97
|
|||||||||
1/25/2022
|
14,112
|
$
|
102.10
|
$
|
102.00
|
$
|
102.31
|
|||||||||
1/26/2022
|
72,686
|
$
|
101.20
|
$
|
100.00
|
$
|
101.99
|
|||||||||
1/26/2022
|
76,338
|
$
|
102.26
|
$
|
102.00
|
$
|
102.92
|
|||||||||
1/27/2022
|
141,687
|
$
|
100.42
|
$
|
100.00
|
$
|
100.99
|
|||||||||
1/27/2022
|
31,190
|
$
|
101.41
|
$
|
101.01
|
$
|
101.99
|
|||||||||
1/27/2022
|
3,204
|
$
|
102.05
|
$
|
102.00
|
$
|
102.12
|
|||||||||
1/28/2022
|
35,168
|
$
|
100.82
|
$
|
100.27
|
$
|
101.26
|
|||||||||
1/28/2022
|
17,149
|
$
|
101.84
|
$
|
101.27
|
$
|
102.24
|
|||||||||
1/28/2022
|
57,889
|
$
|
102.79
|
$
|
102.28
|
$
|
103.22
|
|||||||||
1/28/2022
|
36,811
|
$
|
103.71
|
$
|
103.31
|
$
|
104.27
|
|||||||||
1/28/2022
|
75,033
|
$
|
104.79
|
$
|
104.32
|
$
|
104.98
|
|||||||||
1/31/2022
|
22,730
|
$
|
104.46
|
$
|
103.82
|
$
|
104.78
|
|||||||||
1/31/2022
|
170,803
|
$
|
105.37
|
$
|
104.81
|
$
|
105.79
|
|||||||||
1/31/2022
|
1,803
|
$
|
105.83
|
$
|
105.82
|
$
|
105.85
|
|||||||||
2/1/2022
|
35,500
|
$
|
106.25
|
$
|
105.51
|
$
|
106.50
|
|||||||||
2/1/2022
|
66,718
|
$
|
106.95
|
$
|
106.51
|
$
|
107.50
|
|||||||||
2/1/2022
|
49,452
|
$
|
107.99
|
$
|
107.52
|
$
|
108.47
|
|||||||||
2/1/2022
|
61,662
|
$
|
108.67
|
$
|
108.51
|
$
|
108.83
|
|||||||||
2/2/2022
|
57,236
|
$
|
107.56
|
$
|
107.07
|
$
|
108.05
|
|||||||||
2/2/2022
|
73,579
|
$
|
108.36
|
$
|
108.09
|
$
|
108.57
|
|||||||||
2/3/2022
|
144,641
|
$
|
106.60
|
$
|
106.19
|
$
|
107.14
|
|||||||||
2/3/2022
|
7,500
|
$
|
107.68
|
$
|
107.31
|
$
|
108.13
|
|||||||||
2/3/2022
|
425
|
$
|
108.29
|
$
|
108.23
|
$
|
108.35
|
|||||||||
2/4/2022
|
48,908
|
$
|
103.02
|
$
|
102.42
|
$
|
103.41
|
|||||||||
2/4/2022
|
54,806
|
$
|
103.98
|
$
|
103.43
|
$
|
104.37
|
|||||||||
2/4/2022
|
92,315
|
$
|
104.90
|
$
|
104.41
|
$
|
105.28
|
|||||||||
2/7/2022
|
40,296
|
$
|
105.46
|
$
|
104.75
|
$
|
105.73
|
|||||||||
2/7/2022
|
136,188
|
$
|
106.16
|
$
|
105.75
|
$
|
106.72
|
|||||||||
2/7/2022
|
16,024
|
$
|
106.89
|
$
|
106.73
|
$
|
107.17
|
|||||||||
2/8/2022
|
84,019
|
$
|
100.35
|
$
|
100.00
|
$
|
100.98
|
|||||||||
2/8/2022
|
19,461
|
$
|
101.34
|
$
|
101.00
|
$
|
101.96
|
|||||||||
2/8/2022
|
600
|
$
|
102.14
|
$
|
102.14
|
$
|
102.14
|
|||||||||
2/9/2022
|
18,300
|
$
|
101.00
|
$
|
100.51
|
$
|
101.50
|
|||||||||
2/9/2022
|
209,004
|
$
|
102.03
|
$
|
101.53
|
$
|
102.51
|
|||||||||
2/9/2022
|
18,985
|
$
|
102.67
|
$
|
102.53
|
$
|
102.86
|
|||||||||
2/10/2022
|
94,702
|
$
|
100.44
|
$
|
100.00
|
$
|
100.98
|
|||||||||
2/10/2022
|
3,701
|
$
|
101.10
|
$
|
101.00
|
$
|
101.22
|
|||||||||
3/3/2022
|
100
|
$
|
100.00
|
$
|
101.01
|
$
|
101.00
|
|||||||||
3/17/2022
|
33,465
|
$
|
100.04
|
$
|
100.00
|
$
|
100.17
|
|||||||||
3/18/2022
|
100,000
|
$
|
100.51
|
$
|
100.00
|
$
|
100.68
|
|||||||||
3/21/2022
|
14,991
|
$
|
100.10
|
$
|
100.00
|
$
|
100.43
|
|||||||||
3/22/2022
|
117,195
|
$
|
100.47
|
$
|
100.00
|
$
|
100.98
|
|||||||||
3/22/2022 | |
5,420
|
$ |
101.09
|
$ | 101.00 | $ |
101.26
|
The Reporting Persons undertake to provide, upon request of the staff of the Securities and Exchange Commission, full information regarding the number of shares of Common Stock sold at each separate price within the price ranges set forth on the
table above.
Annex A
Annex A is hereby amended and restated as follows:
Directors of KKR & Co. Inc.
The following sets forth the name and principal occupation of each of the directors of KKR & Co. Inc. Each of such persons is a citizen of the United States other than Arturo Gutierrez, who is a citizen of Mexico, Xavier Niel, who is a
citizen of France and Evan Spiegel, who is a citizen of the United States and France.
Name
|
Principal Occupation
|
Henry R. Kravis
|
Co-Executive Chairman of KKR & Co. Inc.
|
George R. Roberts
|
Co-Executive Chairman of KKR & Co. Inc.
|
Joseph Y. Bae
|
Co-Chief Executive Officer of KKR & Co. Inc.
|
Scott C. Nuttall
|
Co-Chief Executive Officer of KKR & Co. Inc.
|
Adriane Brown
|
Managing Partner of Flying Fish Partners
|
Matthew Cohler
|
Former General Partner of Benchmark
|
Mary N. Dillon
|
Executive Chair of Ulta Beauty, Inc.
|
Joseph A. Grundfest
|
William A. Franke Professor of Law and Business of Stanford Law School
|
Arturo Gutierrez
|
Chief Executive Officer of Arca Continental, S.A.B. de C.V.
|
John B. Hess
|
Chief Executive Officer of Hess Corporation
|
Dane Holmes
|
Chief Executive Officer and Co-Founder of Eskalera Inc.
|
Xavier Niel
|
Founder, Deputy Chairman of the Board and Chief Strategy Officer of Iliad SA
|
Patricia F. Russo
|
Retired, Former Chief Executive Officer of Alcatel-Lucent
|
Thomas M. Schoewe
|
Retired, Former Executive Vice President and Chief Financial Officer of Wal-Mart Stores, Inc.
|
Robert W. Scully
|
Retired, Former Member, Office of the Chairman of Morgan Stanley
|
Evan Spiegel
|
Co-Founder and Chief Executive Officer of Snap Inc.
|
Mr. Scott Nuttall and a trust for the benefit of Mr. Nuttall’s family directly hold 22,725 and 7,575 shares of Common Stock, respectively, received in the merger of a subsidiary of the Issuer with and into First Data Corporation as merger
consideration for the 75,000 and 25,000 shares of Class A common stock of First Data Corporation owned prior to the merger, respectively. Mr. Nuttall, as a member of the board of directors of the Issuer, participates in the Issuer’s non-employee
director compensation arrangements. Pursuant to such arrangements, as of the date hereof, Mr. Nuttall (i) has been allocated a total of 1,576 deferred compensation notional shares allocated under the Fiserv, Inc. Non-Employee Director Deferred
Compensation Plan, pursuant to which, following cessation of Mr. Nuttall’s service to the Issuer, each notional unit will be settled in shares of Common Stock on a one-for-one basis, (ii) holds 1,934 shares of common stock received upon vesting of
previously awarded restricted stock units and (iii) has been awarded 1,699 restricted stock units on May 19, 2021, each representing a contingent right to receive one share of Common Stock, which vest on the earlier of the first anniversary of the
grant date or immediately prior to the first annual meeting of shareholders after the grant date.