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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| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol SunGard [ NONE ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 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)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||||||||||||||
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| 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-2 Common Stock | (1) | 11/30/2015 | D | 34,849,657 | 08/11/2005 | (1) | Common Stock(3) | 34,849,657 | (2) | 0 | I | See Footnotes(6)(7) | |||
| Class L Common Stock | (4) | 11/30/2015 | D | 3,872,184 | (4) | (4) | Common Stock(3) | 3,872,184 | (5) | 0 | I | See Footnotes(6)(7) | |||
| Explanation of Responses: |
| 1. Class A-2 common stock was convertible into Class A-8 common stock of the Issuer on a one-for-one basis at any time at the option of the holder and in certain other cases and had no expiration date. |
| 2. On November 30, 2015, Fidelity National Information Services, Inc. ("FIS") acquired SunGard 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 Class A-2 common stock of SunGard was cancelled for no consideration. |
| 3. "Common Stock" means Class A-8 common stock of the Issuer. |
| 4. Each share of Class L common stock was to automatically convert 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 certain investors, or (iii) in connection with registration, under the Section Act of 1933, of the Class A-8 common stock, unless certain investors determined otherwise. |
| 5. Pursuant to the Merger Agreement, at the effective time of the Merger, 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. |
| 6. Bain Capital Investors, LLC ("BCI") is the administrative member of Bain Capital Integral Investors, LLC ("Integral Investors") and BCIP TCV, LLC ("BCIP TCV'). Integral Investors holds 34,693,273 Class A-2 shares and 3,801,832 Class L shares, BCIP TCV holds 156,384 Class A-2 shares and 70,352 Class L shares. |
| 7. Mr. Ian Loring is a Managing Director of BCI. By virtue of the relationships described in these footnotes, Mr. Loring may be deemed to share voting and dispositive power with respect to the Class A-2 shares and the Class L shares held by Integral Investors and BCIP TCV. Mr. Loring disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. |
| Remarks: |
| /s/ Ian K. Loring | 12/02/2015 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||