SEC Form 4 · accession 0000899243-15-009168

SunGard

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

Reporting owner

Robert Davis Noell

Director

Period of report

Nov 30, 2015

Accepted (ET)

Dec 2, 2015 · 5:52 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-6 common stock^F2,F4,F1,F3	—	Nov 30, 2015	D	21,295,238	D	Aug 11, 2005	—	Common Stock	21,295,238	0	I
Class L Common Stock^F6,F4,F5,F3	—	Nov 30, 2015	D	2,366,138	D	—	—	Common Stock	2,366,138	0	I

Explanation of responses

F1Class A-6 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-6 common stock of SunGard was cancelled for no consideration.
F3"Common Stock" means Class A-8 common stock of the Issuer.
F4The Providence Equity Funds referred to herein are Providence Equity Partners V LP ("PEP V") and Providence Equity Partners V-A LP ("PEP V-A" and, together with PEP V, the "Providence Equity Funds"). Mr. Davis is a principal of Providence Equity Partners L.L.C., an affiliate of the Providence Equity Funds. Mr. Davis disclaims beneficial ownership of the securities of the Issuer held by each such entity, except to the extent of any pecuniary interest he may have therein.
F5Each 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.
F6Pursuant 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.