Sanjeev K Mehra Form 4 SunGard / SANJEEV K MEHRA ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MEHRA SANJEEV K

(Last) (First) (Middle)

C/O GOLDMAN, SACHS & CO.

200 WEST STREET

(Street)

NEW YORK NY 10282

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SunGard [ NONE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/30/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class A-4 common stock	(3)	11/30/2015		D			28,393,651	08/11/2005	(3)	Common	28,393,651	(5)	0	I	See footnotes(1)(2)(3)(5)
Class L common stock	(4)	11/30/2015		D			3,154,850	(4)	(4)	Common Stock	3,154,850	(6)	0	I	See footnotes(1)(2)(4)(6)

Explanation of Responses:

1. The Reporting Person is a managing director of Goldman, Sachs & Co. ("Goldman Sachs"). Goldman Sachs is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. On November 30, 2015, the Reporting Person resigned as a director of SunGard (the "Company").

2. On November 30, 2015, Fidelity National Information Services, Inc. ("FIS") acquired the Company and SunGard Capital Corp. II pursuant to the Agreement and Plan of Merger, dated August 12, 2015, by and among FIS, SunGard Capital Corp. II, the Company and the other parties named therein (the "Merger Agreement"). Pursuant to the Merger Agreement, the Company became a wholly-owned subsidiary of FIS (the "Merger").

3. Prior to the consummation of the Merger, the Class A-4 common stock was convertible into Class A-8 common stock ("Common Stock") of the Company on a one-for-one basis at any time at the option of the holder and had no expiration date.

4. Prior to the consummation of the Merger, the Class L common stock was automatically convertible into one share of Common Stock, plus an additional number of shares based on the public offering price established in connection with an initial public offering of the Company's securities (i) immediately prior to an initial public offering of the Company, (ii) in connection with a realization event of the Company, upon the approval of certain investors, or (iii) in connection with the registration, under the Securities Act of 1933, of the Common Stock, unless certain investors determined otherwise.

5. At the effective time of the Merger, pursuant to the Merger Agreement, each share of Class A-4 common stock of the Company was cancelled for no consideration.

6. At the effective time of the Merger, pursuant to the Merger Agreement, each share of Class L common stock was converted into the right to receive approximately 0.7549 shares of FIS common stock and $60.14 in cash.

Remarks:

	/s/ Kevin P. Treanor, Attorney-in-fact	12/02/2015
	** Signature of Reporting Person	Date
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