SEC Form 4 · accession 0001209191-15-049350

SunGard

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

Reporting owner

Brian A Traquair

Officer — EVP, Financial Systems

Period of report

Jun 1, 2015

Accepted (ET)

Jun 3, 2015 · 10:20 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
Class A Common Stock^F1	Jun 1, 2015	M	10,152	—	A	60,218	D
Class A Common Stock	Jun 1, 2015	F	5,028	$0.01	D	55,190	D
Class A Common Stock^F2	Jun 1, 2015	M	10,152	—	A	65,342	D
Class A Common Stock	Jun 1, 2015	F	5,028	$0.01	D	60,314	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 Unit^F3,F4	$0.00	Jun 1, 2015	A	11,377	A	—	—	Units	11,377	11,377	D
Performance-Based Restricted Stock Unit^F5	$0.00	Jun 1, 2015	A	22,753	A	—	—	Units	22,753	22,753	D
Time-Based Restricted Stock Unit^F1	—	Jun 1, 2015	M	7,809	D	Jun 1, 2015	Jun 1, 2015	Units	7,809	0	D
Performance-Based Restricted Stock Unit^F2	—	Jun 1, 2015	M	7,809	D	Jun 1, 2015	Jun 1, 2015	Units	7,809	0	D
Class L Common Stock^F6	—	Jun 1, 2015	M	2,256	A	—	—	Class A Common Stock	2,256	7,819	D
Class L Common Stock^F6	—	Jun 1, 2015	F	1,117	D	—	—	Class A Common Stock	1,117	6,702	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 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.