SEC Form 4 · accession 0000899243-15-009167
SUNGARD CAPITAL CORP II
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Patricia K. Cassidy
Officer — SVP - Human Resources & CHRO
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
0001337274
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Preferred StockF1 | Nov 30, 2015 | D | 442 | — | D | 0 | 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 UnitF4,F2,F3 | — | Nov 30, 2015 | D | 4,550 | D | Jun 1, 2018 | Jun 1, 2018 | Units | 4,550 | 0 | D |
| Time-Based Restricted Stock UnitF5,F6,F2,F3 | — | Nov 30, 2015 | D | 3,079 | D | Jun 1, 2016 | Jun 1, 2016 | Units | 3,079 | 0 | D |
| Time-Based Restricted Stock UnitF6,F7,F2,F3 | — | Nov 30, 2015 | D | 3,447 | D | Jun 1, 2017 | Jun 1, 2017 | Units | 3,447 | 0 | D |
| Time-Based Restricted Stock UnitF6,F8,F2,F3 | — | Nov 30, 2015 | D | 1,822 | D | Jun 1, 2017 | Jun 1, 2017 | Units | 1,822 | 0 | D |
| Performance-Based Restricted Stock UnitF9,F3 | — | Nov 30, 2015 | A | 1,849 | A | Jun 1, 2017 | Jun 1, 2017 | Units | 1,849 | 5,547 | D |
| Performance-Based Restricted Stock UnitF11,F12,F9,F3,F13 | — | Nov 30, 2015 | D | 701 | D | Dec 31, 2013 | May 15, 2018 | Units | 701 | 0 | D |
| Performance-Based Restricted Stock UnitF11,F12,F9,F3 | — | Nov 30, 2015 | D | 3,079 | D | Jun 1, 2016 | Jun 1, 2016 | Units | 3,079 | 0 | D |
| Performance-Based Restricted Stock UnitF11,F12,F9,F3 | — | Nov 30, 2015 | D | 1,275 | D | Jun 1, 2017 | Jun 1, 2017 | Units | 1,275 | 0 | D |
| Performance-Based Restricted Stock UnitF11,F13,F9,F3 | — | Nov 30, 2015 | D | 5,547 | D | Jun 1, 2017 | Jun 1, 2017 | Units | 5,547 | 0 | D |
| Performance-Based Restricted Stock UnitF11,F13,F9,F3 | — | Nov 30, 2015 | D | 9,100 | D | Jun 1, 2018 | Jun 1, 2018 | Units | 9,100 | 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").
- F10In 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.
- F11Represents the number of Units which were deemed earned based on the applicable performance criteria of the Performance RSU.
- F12Pursuant 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.
- F13Pursuant 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.
- F2Time-Based Restricted Stock Unit ("Time RSU") award represented a right to receive Units upon satisfaction of time-based vesting and payout conditions.
- 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 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.
- F5Represents Time RSUs, of which 2,309.2458 were vested as of the effective time of the Merger and 769.7486 were unvested as of the effective time of the Merger.
- F6Pursuant to the Merger Agreement, at the effective time of the Merger, each vested Time RSU was converted into a 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 Consideration ("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.
- F7Represents Time RSUs, of which 1,724.683 were vested as of the effective time of the Merger and 1,722.452 were unvested as of the effective time of the Merger.
- F8Represents Time RSUs, of which 608.0000 were vested as of the effective time of the Merger and 1,214.0000 were unvested as of the effective time of the Merger.
- F9Performance-Based Restricted Stock Units ("Performance RSUs") award represented a right to receive Units upon satisfaction of performance-based vesting and time-based payout conditions.