SEC Form 4 · accession 0001209191-15-049336
SunGard
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Patricia K. Cassidy
Officer — SVP-Human Resources & CHRO
Period of report
Jun 1, 2015
Accepted (ET)
Jun 3, 2015 · 10:14 am EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001337272
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1 | Jun 1, 2015 | M | 1,958 | — | A | 12,088 | D | |
| Class A Common Stock | Jun 1, 2015 | F | 614 | $0.01 | D | 11,474 | D | |
| Class A Common StockF2 | Jun 1, 2015 | M | 1,958 | — | A | 13,431 | D | |
| Class A Common Stock | Jun 1, 2015 | F | 614 | $0.01 | D | 12,817 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Time-Based Restricted Stock UnitF3,F4 | $0.00 | Jun 1, 2015 | A | 4,550 | A | — | — | Units | 4,550 | 4,550 | D |
| Performance-Based Restricted Stock UnitF5 | $0.00 | Jun 1, 2015 | A | 9,100 | A | — | — | Units | 9,100 | 9,100 | D |
| Time-Based Restricted Stock UnitF1 | — | Jun 1, 2015 | M | 1,506 | D | Jun 1, 2015 | Jun 1, 2015 | Units | 1,506 | 0 | D |
| Performance-Based Restricted Stock UnitF2 | — | Jun 1, 2015 | M | 1,506 | D | Jun 1, 2015 | Jun 1, 2015 | Units | 1,506 | 0 | D |
| Class L Common StockF6 | — | Jun 1, 2015 | M | 435 | A | — | — | Class A Common Stock | 435 | 1,561 | D |
| Class L Common StockF6 | — | Jun 1, 2015 | F | 136 | D | — | — | Class A Common Stock | 136 | 1,424 | D |
Explanation of responses
- F1Time-Based Restricted Stock Unit ("RSU") award granted June 1, 2011 represented a right to receive Units (as defined in note 4 below) upon satisfaction of time-based vesting and payout conditions.
- F2Performance-Based RSU award granted June 1, 2011 represented a right to receive Units (as defined in note 4 below) upon satisfaction of performance-based vesting and time-based payout conditions.
- F3Time-Based Restricted Stock Units ("RSUs") vest over three years with one-third vesting on each of the first three anniversaries of the date of grant. The Reporting Person's vested RSUs are paid in shares upon vesting.
- F4Each "Unit" consists of 1.3 shares of Class A-8 common stock and 0.1444 shares of Class L common stock of SunGard Capital Corp. and 0.038 shares of preferred stock of SunGard Capital Corp. II.
- F5Performance-Based RSUs vest up to 200% of the amount granted if the value of shares on June 1, 2018 meets specified stock price thresholds and if the Reporting Person remains employed through June 1, 2018. The Reporting Person's vested RSUs are paid in shares upon the first to occur of (i) the Reporting Person's termination of employment as a result of death, (ii) the Reporting Person's separation from service without cause upon or following a change of control, or (iii) the date that is three years after the date of grant.
- F6Each share of Class L common stock automatically converts 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 the Requisite Principal Investors, or (iii) in connection with the registration, under the Securities Act of 1933, of the Class A-8 common stock, unless the Majority Principal Investors determine otherwise.