| 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 CAPITAL CORP II [ 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 | ||||||
| Preferred Stock | 11/30/2015 | D | 5,760.7605 | D | (1) | 0 | D | |||
| Preferred Stock | 11/30/2015 | D | 10,038.6274 | D | (1) | 0 | I | By CJR Squared LLC | ||
| 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 | ||||||||
| Performance-Based Appreciation Units | $14.89(2) | 11/30/2015 | D | 1,171,356.5865 | 10/28/2015(4) | 06/01/2017(4) | Units(3) | 1,171,356.5865 | (4) | 0 | D | ||||
| Time-Based Appreciation Units | $14.89(2) | 11/30/2015 | D | 669,346.6209 | 06/01/2016 | 06/01/2017 | Units(3) | 669,346.6209 | (4) | 0 | D | ||||
| Time-Based Restricted Stock Unit | (5) | 11/30/2015 | D | 54,596 | 06/01/2018 | 06/01/2018 | Units(3) | 54,596 | (6) | 0 | D | ||||
| Time-Based Restricted Stock Unit | (5) | 11/30/2015 | D | 36,256.2752 | 06/01/2017 | 06/01/2017 | Units(3) | 36,256.2752 | (7)(8) | 0 | D | ||||
| Time-Based Restricted Stock Unit | (5) | 11/30/2015 | D | 50,728 | 06/01/2017 | 06/01/2017 | Units(3) | 50,728 | (8)(9) | 0 | D | ||||
| Performance-Based Restricted Stock Unit | (10) | 11/30/2015 | A(11) | 101,456 | 06/01/2017 | 06/01/2017 | Units(3) | 101,456 | $0.00 | 304,368 | D | ||||
| Performance-Based Restricted Stock Unit | (10) | 11/30/2015 | D | 13,404(12) | 06/01/2017(13) | 06/01/2017(13) | Units(3) | 13,404 | (13) | 0 | D | ||||
| Performance-Based Restricted Stock Unit | (10) | 11/30/2015 | D | 304,368(12) | 06/01/2017 | 06/01/2017 | Units(3) | 304,368 | (14) | 0 | D | ||||
| Performance-Based Restricted Stock Unit | (10) | 11/30/2015 | D | 218,384(12) | 06/01/2018 | 06/01/2018 | Units(3) | 218,384 | (14) | 0 | D | ||||
| Explanation of Responses: |
| 1. On 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"). |
| 2. Represents the base price of the award. |
| 3. Each "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. |
| 4. Pursuant to the applicable award agreement, at the effective time of the Merger, any vesting conditions applicable to outstanding appreciation units were accelerated in full, and pursuant to the Merger Agreement each appreciation unit was cancelled and was converted into the 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 (the "Unit Merger Consideration") where such Unit Merger Consideration was reduced by an amount equal to the base price of the award, applied ratably to the share and cash portions of the Unit Merger Consideration. |
| 5. Time-Based Restricted Stock Unit ("Time RSU") award represented a right to receive Units upon satisfaction of time-based vesting and payout conditions. |
| 6. Pursuant 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. |
| 7. Represents Time RSUs, of which 18,128.1376 were vested as of the effective time of the Merger and 18,128.1376 were unvested as of the effective time of the Merger. |
| 8. Pursuant to the Merger Agreement, at the effective time of the Merger, each vested Time RSU was converted into a right to receive 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. |
| 9. Represents Time RSUs, of which 16,910.0000 were vested as of the effective time of the Merger and 33,818.0000 were unvested as of the effective time of the Merger. |
| 10. Performance-Based Restricted Stock Units ("Performance RSUs") award represented a right to receive Units upon satisfaction of performance-based vesting and time-based payout conditions. |
| 11. In 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. |
| 12. Represents the number of Units which were deemed earned based on the applicable performance criteria of the Performance RSU. |
| 13. Pursuant 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. |
| 14. Pursuant 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. |
| Remarks: |
| Leslie S. Brush, attorney-in-fact for Russell P. Fradin | 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. | ||
