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 |
| |||||||||||||||
| 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)
| ||||||||||||||||||||||||
| 3. Date of Earliest Transaction (Month/Day/Year) 08/11/2015 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||||||||||||
| 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 | ||||||
| Class A Common Stock | 08/11/2015 | M | 53,794.1616 | A | (1)(2) | 114,107.779 | D | |||
| Class A Common Stock | 08/11/2015 | F | 41,528.4308 | D | $0.00 | 72,579.3481 | D | |||
| Class A Common Stock | 08/11/2015 | M | 45,311.45 | A | (2)(3) | 117,890.7981 | D | |||
| Class A Common Stock | 08/11/2015 | F | 34,979.882 | D | $0.00 | 82,910.9161 | D | |||
| 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 | ||||||||
| Time-Based Unit Option (right to buy) | $12.87 | 08/11/2015 | M | 41,380.1243 | 08/11/2010 | 08/11/2015 | Unit(2) | 41,380.1243 | $0.00 | 0 | D | ||||
| Performance-Based Unit Option (right to buy) | $12.87 | 08/11/2015 | M | 34,854.9615 | 12/31/2013 | 08/11/2015 | Unit(2) | 34,854.9615 | $0.00 | 0 | D | ||||
| Class L Common Stock | (4) | 08/11/2015 | M | 5,977.1291 | (4) | (4) | Class-A 8 Common Stock | 5,977.1291 | $0.00 | 12,678.6421 | D | ||||
| Class L Common Stock | (4) | 08/11/2015 | F | 4,614.2701 | (4) | (4) | Class-A 8 Common Stock | 4,614.2701 | $0.00 | 8,064.372 | D | ||||
| Class L Common Stock | (4) | 08/11/2015 | M | 5,034.6056 | (4) | (4) | Class-A 8 Common Stock | 5,034.6056 | $0.00 | 13,098.9776 | D | ||||
| Class L Common Stock | (4) | 08/11/2015 | F | 3,886.654 | (4) | (4) | Class-A 8 Common Stock | 3,886.654 | $0.00 | 9,212.324 | D | ||||
| Explanation of Responses: |
| 1. Shares received upon an exercise of an aggregate of 41,380.1243 options for Units at an exercise price of $12.87 per Unit. |
| 2. Each "Unit" consists 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 SunGard Capital Corp. II. |
| 3. Shares received upon an exercise of an aggregate of 34,854.9615 options for Units at an exercise price of $12.87 per Unit. |
| 4. Each share of Class L common stock automatically converts 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 the Requisite Principal Investors, or (iii) in connection with the registration, under the Securities Act of 1933, of the Class A-8 common stock, unless the Majority Principal Investors determine otherwise. |
| Remarks: |
| Leslie S. Brush, attorney-in-fact for Brian A. Traquair | 08/13/2015 | |
| ** 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. | ||