SEC Form 4 · accession 0000899243-15-009158

SUNGARD CAPITAL CORP II

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

Reporting owner

Russell P Fradin

Officer — President & CEO · Director

Period of report

Nov 30, 2015

Accepted (ET)

Dec 2, 2015 · 5:43 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001337274

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Preferred Stock^F1	Nov 30, 2015	D	5,761	—	D	0	D
Preferred Stock^F1	Nov 30, 2015	D	10,039	—	D	0	I	By CJR Squared LLC

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Performance-Based Appreciation Units^F4,F2,F3	$14.89	Nov 30, 2015	D	1,171,357	D	Oct 28, 2015	Jun 1, 2017	Units	1,171,357	0	D
Time-Based Appreciation Units^F4,F2,F3	$14.89	Nov 30, 2015	D	669,347	D	Jun 1, 2016	Jun 1, 2017	Units	669,347	0	D
Time-Based Restricted Stock Unit^F6,F5,F3	—	Nov 30, 2015	D	54,596	D	Jun 1, 2018	Jun 1, 2018	Units	54,596	0	D
Time-Based Restricted Stock Unit^F7,F8,F5,F3	—	Nov 30, 2015	D	36,256	D	Jun 1, 2017	Jun 1, 2017	Units	36,256	0	D
Time-Based Restricted Stock Unit^F8,F9,F5,F3	—	Nov 30, 2015	D	50,728	D	Jun 1, 2017	Jun 1, 2017	Units	50,728	0	D
Performance-Based Restricted Stock Unit^F10,F3	—	Nov 30, 2015	A	101,456	A	Jun 1, 2017	Jun 1, 2017	Units	101,456	304,368	D
Performance-Based Restricted Stock Unit^{F12,F13,F10,F3}	—	Nov 30, 2015	D	13,404	D	Jun 1, 2017	Jun 1, 2017	Units	13,404	0	D
Performance-Based Restricted Stock Unit^{F12,F14,F10,F3}	—	Nov 30, 2015	D	304,368	D	Jun 1, 2017	Jun 1, 2017	Units	304,368	0	D
Performance-Based Restricted Stock Unit^{F12,F14,F10,F3}	—	Nov 30, 2015	D	218,384	D	Jun 1, 2018	Jun 1, 2018	Units	218,384	0	D

Explanation of responses

F1On November 30, 2015, Fidelity National Information Services, Inc. ("FIS") acquired SunGard and SunGard Capital Corp. II ("SCCII") 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 Preferred Stock of SCCII was converted into the right to receive approximately 2.5031 shares of FIS common stock and $55.09 in cash (the "Preferred Stock Merger Consideration").
F10Performance-Based Restricted Stock Units ("Performance RSUs") award represented a right to receive Units upon satisfaction of performance-based vesting and time-based payout conditions.
F11In connection with the Merger, the Compensation Committee of SCCII, pursuant to its authority under the SunGard 2005 Management Incentive Plan, as Amended and Restated and the applicable grant agreements, determined that the Performance RSUs granted in 2014 would be earned at 150% of the grant amount based on an estimate of attainment of performance conditions in connection with the Merger, resulting in a right to receive additional Units upon vesting.
F12Represents the number of Units which were deemed earned based on the applicable performance criteria of the Performance RSU.
F13Pursuant to the applicable award agreement, the time-based payout condition of each earned Performance RSU accelerated at the effective time of the Merger, and pursuant to the Merger Agreement each such Performance RSU was converted into a right to receive Unit Merger Consideration.
F14Pursuant to the Merger Agreement, at the effective time of the Merger, each unvested Performance RSU was converted into approximately 0.3677 Converted RSUs. The Converted RSUs received have the same time-based vesting terms as the existing unvested awards disposed of in the Merger.
F2Represents the base price of the award.
F3Each "Unit" consisted of 1.3 shares of Class A-8 common stock and 0.1444 shares of Class L common stock of SunGard and 0.038 shares of preferred stock of SCCII.
F4Pursuant to the applicable award agreement, at the effective time of the Merger, any vesting conditions applicable to outstanding appreciation units were accelerated in full, and pursuant to the Merger Agreement each appreciation unit was cancelled and was converted into the right to receive approximately 0.2043 shares of common stock of FIS and $10.78 in cash, based on the merger consideration payable in respect of the underlying shares of Class L common stock of SunGard and the Preferred Stock Merger (the "Unit Merger Consideration") where such Unit Merger Consideration was reduced by an amount equal to the base price of the award, applied ratably to the share and cash portions of the Unit Merger Consideration.
F5Time-Based Restricted Stock Unit ("Time RSU") award represented a right to receive Units upon satisfaction of time-based vesting and payout conditions.
F6Pursuant to the Merger Agreement, at the effective time of the Merger, each unvested Time RSU was converted into approximately 0.3677 restricted stock units of FIS, where each restricted stock unit represents the right to receive one share of common stock of FIS upon vesting ("Converted RSUs"). The Converted RSUs received have the same time-based vesting terms as the existing unvested awards disposed of in the Merger.
F7Represents Time RSUs, of which 18,128.1376 were vested as of the effective time of the Merger and 18,128.1376 were unvested as of the effective time of the Merger.
F8Pursuant to the Merger Agreement, at the effective time of the Merger, each vested Time RSU was converted into a right to receive Unit Merger Consideration and each unvested Time RSU was converted into approximately 0.3677 Converted RSUs. The Converted Time RSUs received have the same time-based vesting terms as the existing unvested awards disposed of in the Merger.
F9Represents Time RSUs, of which 16,910.0000 were vested as of the effective time of the Merger and 33,818.0000 were unvested as of the effective time of the Merger.