SEC Form 4 · accession 0001002225-15-000033

· ADVS

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

James S Cox

Officer — EVP & CFO

Period of report

Jul 8, 2015

Accepted (ET)

Jul 10, 2015 · 7:08 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001002225

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I
Common Stock	May 29, 2015	J	345	$26.3585	A	78,056	D
Common Stock	Jul 8, 2015	D	19,704	$44.25	D	58,352	D
Common Stock	Jul 8, 2015	D	40,600	$44.25	D	17,752	D
Common Stock	Jul 8, 2015	D	17,752	$44.25	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock Appreciation Rights	$8.00	Jul 8, 2015	D	6,000	D	Jul 15, 2009	Jul 15, 2018	Common Stock	6,000	D
Stock Appreciation Rights	$10.79	Jul 8, 2015	D	35,000	D	Sep 15, 2010	Sep 15, 2019	Common Stock	35,000	D
Stock Appreciation Rights	$12.10	Jul 8, 2015	D	70,000	D	Nov 14, 2013	Nov 14, 2022	Common Stock	70,000	D
Stock Appreciation Rights	$15.01	Jul 8, 2015	D	10,000	D	Aug 14, 2009	Aug 14, 2018	Common Stock	10,000	D
Stock Appreciation Rights	$17.80	Jul 8, 2015	D	21,170	D	May 14, 2013	May 14, 2022	Common Stock	21,170	D
Stock Appreciation Rights	$17.91	Jul 8, 2015	D	22,400	D	May 13, 2012	May 13, 2021	Common Stock	22,400	D
Stock Appreciation Rights	$21.67	Jul 8, 2015	D	50,100	D	May 14, 2014	May 14, 2023	Common Stock	50,100	D
Stock Appreciation Rights	$43.55	Jul 8, 2015	D	70,900	D	Apr 15, 2016	Apr 15, 2025	Common Stock	70,900	D

Explanation of responses

F1Shares acquired through the 2005 Employee Stock Purchase Plan on 29 May 2015.
F10Represents vested stock appreciation rights that were disposed of pursuant to the Merger Agreement in exchange for a pre-tax cash payment of $590,016, representing the aggregate difference between the exercise price of the stock appreciation right and the merger consideration of $44.25 per share, less applicable withholding taxes on the effective date of the merger.
F11Pursuant to the terms of the merger agreement this stock appreciation right was, (i) with respect to 26,094 vested shares, canceled in exchange for a pre-tax cash payment of $589,203, representing the aggregate difference between the exercise price of the stock appreciation right and the merger consideration of $44.25 per share, less applicable withholding taxes; and, (ii) with respect to 24,006 unvested shares, converted into unvested stock appreciation rights to acquire shares of SS&C common stock at an exercise price of $30.90 per share, with the right to acquire each Company share converted into the right to acquire 0.7012 shares of SS&C common stock.
F12Represents unvested SARs converted into unvested stock appreciation rights to acquire shares of SS&C common stock at an exercise price of $62.11 per share, with the right to acquire each Company share converted into the right to acquire 0.7012 shares of SS&C common stock.
F2Consists of unvested restricted stock units ("Unvested RSUs") that were converted, pursuant to the Merger Agreement by and among the Company, SS&C Technologies Holdings, Inc. and Arbor Acquisition Corporation, into unvested RSUs in respect of SS&C common stock, with each RSU converted into 0.7012 SS&C RSUs.
F3Pursuant to the terms of the merger agreement, this award of performance-based restricted stock units ("PSUs") was, (i) with respect to 21,427 vested PSUs, canceled in exchange for a cash payment of $948,145, representing the number of vested PSUs times the merger consideration of $44.25 per share; and, (ii) with respect to 19,173 unvested PSUs, converted into unvested RSUs in respect of SS&C common stock, with each PSU converted into 0.7012 SS&C RSUs. Pursuant to the Merger Agreement, the Company's Compensation Committee determined the applicable level of performance at 200% of target performance, and the shares vested to be based on the number of months of service through the merger date as a percentage of the total vesting period of 36 months.
F4Disposed of pursuant to the terms of the Merger Agreement in exchange for a cash payment of $44.25 per share on the effective date of the merger.
F5Represents vested stock appreciation rights that were disposed of pursuant to the Merger Agreement in exchange for a pre-tax cash payment of $217,500, representing the aggregate difference between the exercise price of the stock appreciation right and the merger consideration of $44.25 per share, less applicable withholding taxes on the effective date of the merger.
F6Represents vested stock appreciation rights that were disposed of pursuant to the Merger Agreement in exchange for a pre-tax cash payment of $1,171,100, representing the aggregate difference between the exercise price of the stock appreciation right and the merger consideration of $44.25 per share, less applicable withholding taxes on the effective date of the merger.
F7Pursuant to the terms of the merger agreement this stock appreciation right was, (i) with respect to 45,208 vested shares, canceled in exchange for a pre-tax cash payment of $1,453,437, representing the aggregate difference between the exercise price of the stock appreciation right and the merger consideration of $44.25 per share, less applicable withholding taxes; and, (ii) with respect to 24,792 unvested shares, converted into unvested stock appreciation rights to acquire shares of SS&C common stock at an exercise price of $17.26 per share, with the right to acquire each Company share converted into the right to acquire 0.7012 shares of SS&C common stock.
F8Represents vested stock appreciation rights that were disposed of pursuant to the Merger Agreement in exchange for a pre-tax cash payment of $292,400, representing the aggregate difference between the exercise price of the stock appreciation right and the merger consideration of $44.25 per share, less applicable withholding taxes on the effective date of the merger.
F9Pursuant to the terms of the merger agreement this stock appreciation right was, (i) with respect to 16,319 vested shares, canceled in exchange for a pre-tax cash payment of $431,638, representing the aggregate difference between the exercise price of the stock appreciation right and the merger consideration of $44.25 per share, less applicable withholding taxes; and, (ii) with respect to 4,851 unvested shares, converted into unvested stock appreciation rights to acquire shares of SS&C common stock at an exercise price of $25.39 per share, with the right to acquire each Company share converted into the right to acquire 0.7012 shares of SS&C common stock.