SEC Form 4 · accession 0000899243-15-009150
SunGard
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ian K Loring
Director
Period of report
Nov 30, 2015
Accepted (ET)
Dec 2, 2015 · 5:20 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-2 Common StockF2,F6,F7,F1,F3 | — | Nov 30, 2015 | D | 34,849,657 | D | Aug 11, 2005 | — | Common Stock | 34,849,657 | 0 | I |
| Class L Common StockF5,F6,F7,F4,F3 | — | Nov 30, 2015 | D | 3,872,184 | D | — | — | Common Stock | 3,872,184 | 0 | I |
Explanation of responses
- F1Class A-2 common stock was convertible into Class A-8 common stock of the Issuer on a one-for-one basis at any time at the option of the holder and in certain other cases and had no expiration date.
- F2On November 30, 2015, Fidelity National Information Services, Inc. ("FIS") acquired SunGard pursuant to the Agreement and Plan of Merger, dated August 12, 2015, by and among FIS, SunGard and the other parties named therein (the "Merger Agreement"). Pursuant to the Merger Agreement, SunGard became a wholly-owned subsidiary of FIS (the "Merger"). At the effective time of the Merger, pursuant to the Merger Agreement, each share of Class A-2 common stock of SunGard was cancelled for no consideration.
- F3"Common Stock" means Class A-8 common stock of the Issuer.
- F4Each share of Class L common stock was to automatically convert into one share of Class A-8 common stock, plus an additional number of shares based on the public offering price established in connection with an initial public offering of the Issuer's securities (i) immediately prior to an initial public offering of the Issuer, (ii) in connection with a realization event of the Issuer, upon the approval of certain investors, or (iii) in connection with registration, under the Section Act of 1933, of the Class A-8 common stock, unless certain investors determined otherwise.
- F5Pursuant to the Merger Agreement, at the effective time of the Merger, 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.
- F6Bain Capital Investors, LLC ("BCI") is the administrative member of Bain Capital Integral Investors, LLC ("Integral Investors") and BCIP TCV, LLC ("BCIP TCV'). Integral Investors holds 34,693,273 Class A-2 shares and 3,801,832 Class L shares, BCIP TCV holds 156,384 Class A-2 shares and 70,352 Class L shares.
- F7Mr. Ian Loring is a Managing Director of BCI. By virtue of the relationships described in these footnotes, Mr. Loring may be deemed to share voting and dispositive power with respect to the Class A-2 shares and the Class L shares held by Integral Investors and BCIP TCV. Mr. Loring disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.