SEC Form 4 · accession 0000899243-16-015409
SOLERA HOLDINGS, INC · SLH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Renato Giger
Officer — Chief Financial Officer
Period of report
Mar 3, 2016
Accepted (ET)
Mar 7, 2016 · 4:46 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001324245
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.01F1,F2,F3 | Mar 3, 2016 | D | 95,121 | $55.85 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (Right to Buy)F4 | — | Mar 3, 2016 | D | 533,073 | D | — | — | Common Stock | 533,073 | 0 | D |
Explanation of responses
- F152,743 shares of the Company's common stock, par value $0.01 per share ("Shares"), were disposed pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of September 13, 2015, by and among the Issuer, Summertime Holding Corp. ("Parent") and Summertime Acquisition Corp. in which, at the effective time of the Merger (as defined in the Merger Agreement), each Share (other than Excluded Shares (as defined in the Merger Agreement)) was cancelled and converted into the right to receive the merger consideration of $55.85 per Share.
- F212,984 restricted stock units were disposed pursuant to the Merger Agreement in which, at the effective time of the Merger, any vesting conditions applicable to a restricted stock unit were accelerated and such restricted stock unit was cancelled and converted into the right to receive an amount in cash equal to the product of (i) the number of Shares subject to such restricted stock unit multiplied by (ii) the merger consideration of $55.85 per Share, subject to certain procedures with respect to any units that constitute nonqualified deferred compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended.
- F329,394 performance share units were disposed pursuant to the Merger Agreement in which, at the effective time of the Merger, each outstanding performance share unit was cancelled and converted into the right to receive as amount in cash equal to (i) the number of Shares subject to such performance share unit based on the achievement of the performance goals attributable to such performance share unit multiplied by (ii) the merger consideration of $55.85 per Share, subject to certain procedures with respect to any units that constitute nonqualified deferred compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended.
- F4533,073 options to purchase Shares were disposed pursuant to the Merger Agreement in which, at the effective time of the Merger, each outstanding option to purchase Shares, whether vested or unvested, was cancelled and converted into the right to receive an amount in cash equal to the product of (i) the excess, if any, of (x) the merger consideration of $55.85 per Share over (y) the exercise price per share of such option, and (ii) the number of Shares underlying such option (subject to certain exceptions for options subject to performance-vesting conditions, as described in the Merger Agreement). The options were issued at varying exercise prices, exercisable dates and expiration dates.