SEC Form 4 · accession 0001246360-18-001329
DST SYSTEMS INC · DST
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Stephen C Hooley
Officer — Chairman, CEO & President · Director
Period of report
Apr 16, 2018
Accepted (ET)
Apr 18, 2018 · 6:07 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000714603
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Apr 16, 2018 | A | 65,636 | $0.00 | A | 238,568 | D | |
| Common StockF1 | Apr 16, 2018 | A | 104,480 | $0.00 | A | 343,048 | D | |
| Common StockF2 | Apr 16, 2018 | D | 343,048 | $84.00 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock OptionF3 | $21.9125 | Apr 16, 2018 | D | 80,000 | D | Feb 14, 2011 | Dec 14, 2019 | Common Stock | 80,000 | 0 | D |
| Stock OptionF4 | $23.755 | Apr 16, 2018 | D | 77,280 | D | Dec 1, 2014 | Dec 1, 2021 | Common Stock | 77,280 | 0 | D |
Explanation of responses
- F1Consists of accelerated vesting of PSUs pursuant to the terms of that certain Separation Agreement dated as of February 26, 2018 among Mr. Hooley, the Company and SS&C.
- F2Consists of shares of common stock, vested RSUs and vested PSUs that were cancelled in exchange for $84.00 per share pursuant to the terms of an Agreement and Plan of Merger (the Merger Agreement) dated as of January 11, 2018 among DST Systems, Inc. (the Company), SS&C Technologies Holdings, Inc. (SS&C) and Diamond Merger Sub, Inc. (Merger Sub), pursuant to which Merger Subs will merge (the Merger) with and into the Company, whereupon the existence of Merger Sub will cease and the Company will become the surviving corporation and an indirect wholly owned subsidiary of SS&C and the terms of the Separation Agreement. The Merger became effective on April 16, 2018 (the Effective Time).
- F3These performance based options were granted by the Committee on December 14, 2009, and the Committee certified goal achievement on February 24, 2011. These options were canceled in the Merger in exchange for a cash payment of $4,967,000.00, representing the difference between the exercise price of the option ($21.9125 per share) and the merger consideration ($84.00 per share).
- F4This option, which provided for vesting in three equal annual installments beginning December 1, 2012, was canceled in the Merger in exchange for a cash payment of $4,655,733.60, representing the difference between the exercise price of the option ($23.7550 per share) and the merger consideration ($84.00 per share).