SEC Form 4 · accession 0000899243-16-015411
SOLERA HOLDINGS, INC · SLH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Stuart J Yarbrough
Director
Period of report
Mar 3, 2016
Accepted (ET)
Mar 7, 2016 · 4:48 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 | Mar 3, 2016 | D | 20,957 | $55.85 | D | 0 | D | |
| Common Stock, par value $0.01F1,F3 | Mar 3, 2016 | D | 16,450 | $55.85 | D | 0 | I | See Footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F120,627 shares of the Company's common stock, par value $0.01 per share ("Share") 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.
- F216,780 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.
- F3Includes 16,450 shares of common stock held by the Stuart J. Yarbrough Family Trust UAD January 20, 2012. Mr. Yarbrough does not exercise any voting or investment control over the shares of common stock held by the Stuart J. Yarbrough Family Trust UAD January 20, 2012. Mr. Yarbrough disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.