SHIFT4-CARDCONNECT_008402
Tuesday, November 5, 2:58 PM

Jared Isaacman
I am just in a ton of meetings

Taylor
If there is any chance you want to send the letter today, give a heads up
Got it

Jared Isaacman : 2:59 PM Today
I'II let you, jd and brad know

Taylor: 2:59 PM
Perfect. Thank you

Bates Numbers: CC-SHIFT4-00148234 , CC-SHIFT4-00147943, CC-SHIFT4-00147977
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Shift4 Payments, Inc.   
(Exact Name of Registrant as Specified in Its Charter)

Delaware    
(State or Other Jurisdiction of
Incorporation or Organization)  
2202 N. Irving St.
Allentown, Pennsylvania 18109
(888) 276-2108
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Jared Isaacman
Chief Executive Officer
Shift4 Payments, Inc.
2202 N. Irving St.
Allentown, Pennsylvania 18109
(888) 276-2108

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

Emerging growth company ☒
EXPLANATORY NOTE
This Registration Statement contains two prospectuses, as set forth below.
•   A preliminary prospectus (the “Preliminary Prospectus”) to be used for marketing purposes in connection with the roadshow for the initial public offering (the “IPO”) to which this Registration Station relates and also for use in connection with an offer to eligible participants, as described herein, of the directed share program described herein. The Preliminary Prospectus, which includes the complete form of the prospectus, is subject to completion, is in compliance the requirements of Rule 430A to be declared effective under the Securities ACtof 1933, as amended, and is subject to amendment.
The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

SUBJECT TO COMPLETION, DATED NOVEMBER 5, 2019, 5:30 PM EASTERN
PRELIMINARY PRICING TERM SHEET
$        Per Share
Shift4 Payments, Inc.
$             Aggregate Offering Amount
Class A Common Stock
This term sheet supplements and updates certain information contained in the preliminary prospectus, dated November 5, 2019, and supersedes the
preliminary prospectus to the extent inconsistent therewith. This term sheet should be read in conjunction with such preliminary prospectus, including
the sections entitled “Risk Factors,” “Cautionary Note Regarding Forward-Looking Statements” and “Management’s Discussion and Analysis of
Financial Condition and Results of Operations.” The information in this preliminary pricing term sheet is subject to change in all respects, and may
not be relied upon.
Issuer  Shift4 Payment.s, Inc.
Ticker  To be determined
Exchange    To be determined

Underwriting Discount and Expenses
We will pay the underwriters a discount of US$     per share. We have agreed to reimburse the underwriters for certain expenses in connection with this
offering in an amount up to US$      .

Underwriters may offer the Class A Common Stock to the public at less than the initial public offering price.

**Directed Share Program:**

At our request, the underwriters have reserved for sale at the initial public offering price per share up to 5% of the shares of Class A common stock offered by this prospectus, to certain individuals through a directed share program, including our directors, officers, employees, business associates and related persons.

**Lock-Up Agreements.
The underwriters have agreed to certain resale restrictions, subject to certain customary exceptions, with respect to the shares of common stock that they purchase in this offering for a period of 180 days after the date of the final prospectus.

**General.
This Preliminary term sheet is only a summary of certain terms of the offering and is qualified in its entirety by, and should be read in cojunction, with the Preminary Prospectus and Amendment No 2 to our Registration to our Registration Statement on Form s-1, including the Risk Factos included therein.**

SHIFT4 PAYMENTS, INC.
(a Delaware corporation)
Class A Common Stock
($0.001 par value)
UNDERWRITING AGREEMENT
___________, 2019
__________    , 2019

Goldman Sachs & Co. LLC
Credit Suisse Securities (USA) LLC
Citigroup Global Markets Inc.
As Representatives of
the several Underwriters listed
in Schedule 1 hereto
c/o Goldman Sachs & Co. LLC
200 West Street
New York, New York 10282-2198
c/o Credit Suisse Securities (USA) LLC
Eleven Madison Avenue
New York, New York 10010
c/o Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013

Ladies and Gentlemen:
Shift4 Payments, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule 1 hereto (the “Underwriters”) an aggregate of             shares (the “Firm Shares”) and, at the election of the Underwriters, up to             additional shares (the “Optional Shares”) of Class A Common Stock, $0.001 par value (“Stock”) of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
1. (a) The Company represents and warrants to, and agrees with, each of the Underwriters that:
(i) A registration statement on Form S-1 (File No. 333-234481) (the “Initial Registration Statement”) in respect of the Shares has been filed with the Securities and Exchange Commission (the “Commission”); the Initial Registration Statement and any post-effective amendment thereto, each in the form heretofore delivered to you, and, excluding exhibits thereto, to you for each of the other Underwriters, have been declared effective by the Commission in such form; other than a registration statement, if any, increasing the size of the offering (a “Rule 462(b) Registration Statement”), filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Act”), which became effective upon filing, no other document with respect to the Initial Registration Statement has heretofore been filed with the Commission; and no stop order suspending the effectiveness of the Initial Registration Statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose has been initiated or threatened by the Commission (any preliminary prospectus included in the Initial Registration Statement or filed with the Commission pursuant to Rule 424(a) of the rules and regulations of the Commission under the Act is hereinafter called a “Preliminary Prospectus”; the various parts of the Initial Registration Statement and the Rule 462(b) Registration Statement, if any, including all exhibits thereto and including any prospectus supplement relating to the Shares that is filed with the Commission and deemed by virtue of Rule 430A to be part of the Initial Registration Statement, each as amended at the time such part of the Initial Registration Statement became effective or such part of the Rule 462(b) Registration Statement, if any, became or hereafter becomes effective, are hereinafter collectively called the “Registration Statement”; the Preliminary Prospectus relating to the Shares that was included in the Registration Statement immediately prior to the Applicable Time (as defined in Section 1(a)(iii) hereof) is hereinafter called the “Pricing Prospectus”; such final prospectus, in the form first filed pursuant to Rule 424(b) under the Act, is hereinafter called the “Prospectus”; any oral or written communication with potential investors undertaken in reliance on Section 5(d) of the Act is hereinafter called a “Testing-the-Waters Communication”; any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act is hereinafter called a “Written Testing-the-Waters Communication”; and any “issuer free writing prospectus” as defined in Rule 433 under the Act relating to the Shares is hereinafter called an “Issuer Free Writing Prospectus”);

(ii) (A) No order preventing or suspending the use of any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication has been issued by the Commission, and (B) each Preliminary Prospectus, at the time of filing thereof, conformed in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder, and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with the Underwriter Information (as defined in Section 9(b));

(iii) For the purposes of this Agreement, the “Applicable Time” is   :   [a/p].m. (Eastern time) on the date of this Agreement. The Pricing Prospectus, as of the Applicable Time, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each Issuer Free Writing Prospectus and each Written Testing-the-Waters Communication does not conflict with the information contained in the Registration Statement, the Pricing Prospectus or the Prospectus and each Issuer Free Writing Prospectus and each Written Testing-the-Waters Communication, each as supplemented by and taken together with the Pricing Prospectus, as of the Applicable Time, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to statements or omissions made in reliance upon and in conformity with the Underwriter Information;

**(vii) Neither the Company nor any of its subsidiaries has sustained since the date of the latest audited financial statements included in the Pricing Prospectus any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Pricing Prospectus, and, since the respective dates as of which information is given in the Registration Statement and the Pricing Prospectus, there has not been any change in the capital stock (other than (i) the grant and exercise of options, and (ii) the grant of other awards, in each case, under the Company’s existing equity compensation plans, in each case as described in the Registration Statement) or long-term debt of the Company or any of its subsidiaries or any Material Adverse Effect (as defined below). For purposes of this Agreement, “Material Adverse Effect” shall mean any material adverse change or effect, or any development involving a prospective material adverse change or effect, in or affecting (i) the business, properties, general affairs, management, financial position, stockholders’ equity or results of operations of the Company and its subsidiaries, taken as a whole, except as set forth or contemplated in the Pricing Prospectus, or (ii) the ability of the Company to perform its obligations under this Agreement, including the issuance and sale of the Shares, or to consummate the transactions contemplated in the Pricing Prospectus and the Prospectus;**

No person or entity other than Parent has any right to require the registration of shares of the Company’s common stock because of the filing or effectiveness of the Registration Statement. Except as disclosed in the Registration Statement, there are no contracts, agreements or understandings between the Company and any person granting such person the right to require the Company to file a registration statement under the Securities Act with respect to any securities of the Company owned or to be owned by such person or to require the Company to include such securities in the securities registered pursuant to a Registration Statement or in any securities being registered pursuant to any other registration statement filed by the Company under the Securities Act (collectively, “registration rights”).

**On March 9, 2020, trading was suspended. The stock circuit breaker was hit. It was later revealed the lawsuit had commenced.**

**8. (a) The Company will deliver to the Underwriters, without charge, prior to the Applicable Time, two signed copies of the Registration Statement as originally filed and each amendment thereto, including all exhibits filed therewith and documents incorporated by reference therein**

**9. (a) The Company represents and agrees that, unless it obtains the prior written consent of Goldman Sachs and J.P. Morgan,(B) it has not made and will not make any offer relating to the Shares that, with respect to any Free Writing Prospectus, would constitute an unauthorized Free Writing Prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433; any such Free Writing Prospectus the use of which has been consented to by Goldman Sachs and J.P. Morgan and the Company is listed on Annex B hereto;**