SEC Form 4 · accession 0001002225-15-000039

· ADVS

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

Reporting owner

Christopher Momsen

Officer — EVP, Global Sales & Sol Mgmt

Period of report

Jul 8, 2015

Accepted (ET)

Jul 10, 2015 · 7:09 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	724	$26.3585	A	58,952	D
Common Stock	Jul 8, 2015	D	19,749	$44.25	D	39,203	D
Common Stock	Jul 8, 2015	D	22,400	$44.25	D	16,803	D
Common Stock	Jul 8, 2015	D	16,803	$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	$12.10	Jul 8, 2015	D	140,000	D	Nov 14, 2013	Nov 14, 2022	Common Stock	140,000	D
Stock Appreciation Rights	$12.75	Jul 8, 2015	D	3,000	D	May 14, 2011	May 14, 2020	Common Stock	3,000	D
Stock Appreciation Rights	$15.01	Jul 8, 2015	D	60,000	D	Aug 14, 2009	Aug 14, 2018	Common Stock	60,000	D
Stock Appreciation Rights	$17.80	Jul 8, 2015	D	22,940	D	May 14, 2013	May 14, 2022	Common Stock	22,940	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	28,600	D	May 14, 2014	May 14, 2023	Common Stock	28,600	D

Explanation of responses

F1Shares acquired through the 2005 Employee Stock Purchase Plan on 29 May 2015.
F10Pursuant to the terms of the merger agreement this stock appreciation right was, (i) with respect to 14,896 vested shares, canceled in exchange for a pre-tax cash payment of $336,352, 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 13,704 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 11,822 vested PSUs, canceled in exchange for a cash payment of $523,124, representing the number of vested PSUs times the merger consideration of $44.25 per share; and, (ii) with respect to 10,578 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.
F5Pursuant to the terms of the merger agreement this stock appreciation right was, (i) with respect to 90,417 vested shares, canceled in exchange for a pre-tax cash payment of $2,906,907, 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 49,583 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.
F6Represents vested stock appreciation rights that were disposed of pursuant to the Merger Agreement in exchange for a pre-tax cash payment of $94,500, 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.
F7Represents vested stock appreciation rights that were disposed of pursuant to the Merger Agreement in exchange for a pre-tax cash payment of $1,754,400, 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.
F8Pursuant to the terms of the merger agreement this stock appreciation right was, (i) with respect to 17,683 vested shares, canceled in exchange for a pre-tax cash payment of $467,715, 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 5,257 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.
F9Represents 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.