SEC Form 4 · accession 0000899243-15-009156

SunGard

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

Reporting owner

John Ihn Park

Director

Period of report

Nov 30, 2015

Accepted (ET)

Dec 2, 2015 · 5:39 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	D/I
Class A-5 common stock^{F2,F4,F5,F1,F3}	—	Nov 30, 2015	D	33,937,852	D	Aug 11, 2005	—	Common Stock	33,937,852	I
Class A-5 common stock^{F2,F5,F6,F1,F3}	—	Nov 30, 2015	D	911,806	D	Aug 11, 2005	—	Common Stock	911,806	I
Class L Common Stock^{F8,F4,F5,F7,F3}	—	Nov 30, 2015	D	3,770,872	D	—	—	Common Stock	3,770,872	I
Class L Common Stock^{F8,F5,F6,F7,F3}	—	Nov 30, 2015	D	101,312	D	—	—	Common Stock	101,312	I

Explanation of responses

F1Class A-5 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-5 common stock of SunGard was cancelled for no consideration.
F3"Common Stock" means Class A-8 common stock of the Issuer.
F4Shares reported reflect shares beneficially owned by KKR Millennium Fund L.P., for which KKR Associates Millennium L.P. is the general partner, and for which KKR Millennium GP LLC is the general partner of that limited partnership and exercises sole voting and investment power with respect to such shares.
F5The Reporting Person disclaims beneficial ownership of any securities reported herein. The filing of this statement shall not be deemed an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Person is the beneficial owner of any securities reported herein.
F6Shares reported reflect shares beneficially owned by KKR Partners III, L.P., for which KKR III GP LLC is the general partner and exercises sole voting and investment power with respect to such shares.
F7Each 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 the registration, under the Securities Act of 1933, of the Class A-8 common stock, unless certain investors determined otherwise.
F8Pursuant 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.