4//SEC Filing
SunGard 4
Accession 0000899243-15-009168
CIK 0001337272operating
Filed
Dec 1, 7:00 PM ET
Accepted
Dec 2, 5:52 PM ET
Size
10.1 KB
Accession
0000899243-15-009168
Insider Transaction Report
Form 4
SunGardNONE
Noell Robert Davis
Director
Transactions
- Disposition to Issuer
Class L Common Stock
2015-11-30−2,366,138→ 0 total(indirect: By Providence Equity Funds)→ Common Stock (2,366,138 underlying) - Disposition to Issuer
Class A-6 common stock
2015-11-30−21,295,238→ 0 total(indirect: By Providence Equity Funds)From: 2005-08-11→ Common Stock (21,295,238 underlying)
Footnotes (6)
- [F1]Class A-6 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-6 common stock of SunGard was cancelled for no consideration.
- [F3]"Common Stock" means Class A-8 common stock of the Issuer.
- [F4]The Providence Equity Funds referred to herein are Providence Equity Partners V LP ("PEP V") and Providence Equity Partners V-A LP ("PEP V-A" and, together with PEP V, the "Providence Equity Funds"). Mr. Davis is a principal of Providence Equity Partners L.L.C., an affiliate of the Providence Equity Funds. Mr. Davis disclaims beneficial ownership of the securities of the Issuer held by each such entity, except to the extent of any pecuniary interest he may have therein.
- [F5]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 the registration, under the Securities Act of 1933, of the Class A-8 common stock, unless certain investors determined otherwise.
- [F6]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.
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, 5:52 PM ET
- Size
- 10.1 KB