SEC Form 4 · accession 0001002225-15-000037
ADVENT SOFTWARE INC /DE/ · ADVS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David Peter Hess
Officer — Chief Executive Officer · Director
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 | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | May 29, 2015 | J | 806 | $26.3585 | A | 152,698 | D | |
| Common Stock | Jul 8, 2015 | D | 39,260 | $44.25 | D | 113,438 | D | |
| Common Stock | Jul 8, 2015 | D | 89,400 | $44.25 | D | 24,038 | D | |
| Common Stock | Jul 8, 2015 | D | 24,038 | $44.25 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Appreciation Rights | $7.84 | Jul 8, 2015 | D | 60,000 | D | Jan 15, 2010 | Jan 15, 2019 | Common Stock | 60,000 | 0 | D |
| Stock Appreciation Rights | $7.84 | Jul 8, 2015 | D | 39,000 | D | May 14, 2010 | May 14, 2019 | Common Stock | 39,000 | 0 | D |
| Stock Appreciation Rights | $11.88 | Jul 8, 2015 | D | 8,200 | D | May 14, 2009 | May 14, 2018 | Common Stock | 8,200 | 0 | D |
| Stock Appreciation Rights | $12.75 | Jul 8, 2015 | D | 59,000 | D | May 14, 2011 | May 14, 2020 | Common Stock | 59,000 | 0 | D |
| Stock Appreciation Rights | $17.80 | Jul 8, 2015 | D | 47,560 | D | May 14, 2013 | May 14, 2022 | Common Stock | 47,560 | 0 | D |
| Stock Appreciation Rights | $17.91 | Jul 8, 2015 | D | 46,900 | D | May 13, 2012 | May 13, 2021 | Common Stock | 46,900 | 0 | D |
| Stock Appreciation Rights | $18.23 | Jul 8, 2015 | D | 70,570 | D | Jul 16, 2013 | Jul 16, 2022 | Common Stock | 70,570 | 0 | D |
| Stock Appreciation Rights | $21.67 | Jul 8, 2015 | D | 139,000 | D | May 14, 2014 | May 14, 2023 | Common Stock | 139,000 | 0 | 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 $1,235,346, 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 51,457 vested shares, canceled in exchange for a pre-tax cash payment of $1,338,911, 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 19,113 unvested shares, converted into unvested stock appreciation rights to acquire shares of SS&C common stock at an exercise price of $26.00 per share, with the right to acquire each Company share converted into the right to acquire 0.7012 shares of SS&C common stock.
- F12Pursuant to the terms of the merger agreement this stock appreciation right was, (i) with respect to 72,396 vested shares, canceled in exchange for a pre-tax cash payment of $1,634,702, 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 66,604 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.
- 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 47,183 vested PSUs, canceled in exchange for a cash payment of $2,087,848, representing the number of vested PSUs times the merger consideration of $44.25 per share; and, (ii) with respect to 42,217 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 $2,184,600, 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 $1,419,990, 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.
- F7Represents vested stock appreciation rights that were disposed of pursuant to the Merger Agreement in exchange for a pre-tax cash payment of $265,434, 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.
- F8Represents vested stock appreciation rights that were disposed of pursuant to the Merger Agreement in exchange for a pre-tax cash payment of $1,858,500, 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.
- F9Pursuant to the terms of the merger agreement this stock appreciation right was, (i) with respect to 36,661 vested shares, canceled in exchange for a pre-tax cash payment of $969,683, 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 10,899 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.