4//SEC Filing
SunGard 4
Accession 0000899243-15-009150
CIK 0001337272operating
Filed
Dec 1, 7:00 PM ET
Accepted
Dec 2, 5:20 PM ET
Size
10.4 KB
Accession
0000899243-15-009150
Insider Transaction Report
Form 4
SunGardNONE
LORING IAN K
Director
Transactions
- Disposition to Issuer
Class A-2 Common Stock
2015-11-30−34,849,657→ 0 total(indirect: See Footnotes)From: 2005-08-11→ Common Stock (34,849,657 underlying) - Disposition to Issuer
Class L Common Stock
2015-11-30−3,872,184→ 0 total(indirect: See Footnotes)→ Common Stock (3,872,184 underlying)
Footnotes (7)
- [F1]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.
- [F2]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.
- [F3]"Common Stock" means Class A-8 common stock of the Issuer.
- [F4]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.
- [F5]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.
- [F6]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.
- [F7]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.
Documents
Issuer
SunGard
CIK 0001337272
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001337272
Filing Metadata
- Form type
- 4
- Filed
- Dec 1, 7:00 PM ET
- Accepted
- Dec 2, 5:20 PM ET
- Size
- 10.4 KB