SEC Form 4 · accession 0000769993-15-001036
SunGard
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Sanjeev K Mehra
Director
Period of report
Nov 30, 2015
Accepted (ET)
Dec 2, 2015 · 5:46 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001337272
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class A-4 common stockF5,F1,F2,F3 | — | Nov 30, 2015 | D | 28,393,651 | D | Aug 11, 2005 | — | Common | 28,393,651 | 0 | I |
| Class L common stockF6,F1,F2,F4 | — | Nov 30, 2015 | D | 3,154,850 | D | — | — | Common Stock | 3,154,850 | 0 | I |
Explanation of responses
- F1The Reporting Person is a managing director of Goldman, Sachs & Co. ("Goldman Sachs"). Goldman Sachs is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. On November 30, 2015, the Reporting Person resigned as a director of SunGard (the "Company").
- F2On November 30, 2015, Fidelity National Information Services, Inc. ("FIS") acquired the Company and SunGard Capital Corp. II pursuant to the Agreement and Plan of Merger, dated August 12, 2015, by and among FIS, SunGard Capital Corp. II, the Company and the other parties named therein (the "Merger Agreement"). Pursuant to the Merger Agreement, the Company became a wholly-owned subsidiary of FIS (the "Merger").
- F3Prior to the consummation of the Merger, the Class A-4 common stock was convertible into Class A-8 common stock ("Common Stock") of the Company on a one-for-one basis at any time at the option of the holder and had no expiration date.
- F4Prior to the consummation of the Merger, the Class L common stock was automatically convertible into one share of Common Stock, plus an additional number of shares based on the public offering price established in connection with an initial public offering of the Company's securities (i) immediately prior to an initial public offering of the Company, (ii) in connection with a realization event of the Company, upon the approval of certain investors, or (iii) in connection with the registration, under the Securities Act of 1933, of the Common Stock, unless certain investors determined otherwise.
- F5At the effective time of the Merger, pursuant to the Merger Agreement, each share of Class A-4 common stock of the Company was cancelled for no consideration.
- F6At the effective time of the Merger, pursuant to the Merger Agreement, each share of Class L common stock was converted into the right to receive approximately 0.7549 shares of FIS common stock and $60.14 in cash.