On December 22, 2016, First Data Corporation (First Data) filed a
Certificate of Retirement with the Secretary of State of the
State of Delaware to retire 175,001,996 shares of Class B Common
Stock, par value $0.01 per share, of First Data (Class B Common
Stock). All 175,001,996 shares of Class B Common Stock were
converted into shares of Class A Common Stock, par value $0.01
per share, of First Data (Class A Common Stock). First Datas
Amended and Restated Certificate of Incorporation requires that
any shares of Class B Common Stock that are converted into shares
of Class A Common Stock be retired and may not be reissued.

Effective upon filing, the Certificate of Retirement amended the
Amended and Restated Certificate of Incorporation of First Data
to reduce the total number of authorized shares of capital stock
of First Data by 175,001,996 shares. The total number of
authorized shares of First Data is now 2,324,998,004 shares,
consisting of 1,600,000,000 shares designated Class A Common
Stock, 624,998,004 shares designated Class B Common Stock, and
100,000,000 shares designated preferred stock, $0.01 par value
per share. A copy of the Certificate of Retirement is attached as
Exhibit 3.1 hereto.

Item 8.01. Other Events

On December 23, 2016, First Data gave notice to the trustee for
its 6.75% Senior Secured Notes due 2020 that First Data intends
to redeem $1 billion of the notes on January 24, 2017. First
Datas obligation to pay the redemption amount is conditioned upon
consummation of a debt financing to be offered following the date
of the notice that yields net proceeds that are sufficient to pay
the redemption amount. The condition may be waived by First Data
in its sole discretion. This Form 8-K does not constitute a
notice of redemption.

Item 9.01. Financial Statements and Exhibits

(d) The following is a list of the Exhibits filed with this
report.