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*
CANFIELD PHILIP A
(Last) (First) (Middle)
C/O GTCR GOLDER RAUNER, L.L.C.
SEARS TOWER #6100
(Street)
CHICAGO IL 60606
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SOLERA HOLDINGS, INC [ SLH ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/13/2009
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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
Common Stock, par value $0.01 03/13/2009 S 766,984 D $22.0045 0 I See Footnotes(1)(2)
Common Stock, par value $0.01 03/13/2009 S 134,602 D $22.0045 0 I See Footnotes(2)(3)
Common Stock, par value $0.01 03/13/2009 S 4,093 D $22.0045 0 I See Footnotes(2)(4)
Common Stock, par value $0.01 9,869(5)(6)(7) 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
Explanation of Responses:
1. GTCR Fund VIII, L.P., a limited partnership ("Fund VIII"), was the direct beneficial owner of the shares reported in this row of Table I. GTCR Partners VIII, L.P., a limited partnership ("GTCR Partners"), is the general partner of Fund VIII, and GTCR Golder Rauner II, L.L.C. ("GTCR") is the general partner of GTCR Partners. As such, GTCR Partners and GTCR may have been deemed to be beneficial owners of such securities. GTCR is managed by its members. The reporting person is a member of GTCR and a limited partner of GTCR Partners and may have been deemed to have had an indirect pecuniary interest in the Company's Common Stock owned by Fund VIII to the extent of the reporting person's indirect proportionate partnership interest in Fund VIII.
2. The reporting person expressly disclaims beneficial ownership of the shares reported in this row of Table I, except to the extent of any pecuniary interest therein. The filing of this form shall not be deemed an admission that the reporting person is, for Section 16 purposes or otherwise, the beneficial owner of such shares.
3. GTCR Fund VIII/B, L.P., a limited partnership ("Fund VIII/B"), was the direct beneficial owner of the shares reported in this row of Table I. GTCR Partners, is the general partner of Fund VIII/B, and GTCR is the general partner of GTCR Partners. As such, GTCR Partners and GTCR may have been deemed to be beneficial owners of such securities. GTCR is managed by its members. The reporting person is a member of GTCR and a limited partner of GTCR Partners and may have been deemed to have had an indirect pecuniary interest in the Company's Common Stock owned by Fund VIII/B to the extent of the reporting person's indirect proportionate partnership interest in Fund VIII.
4. GTCR Co-Invest II, L.P., a limited partnership ("Co-Invest"), was the direct beneficial owner of the shares reported in this row of Table I. GTCR is the general partner of Co-Invest. As such, GTCR may have been deemed to have been a beneficial owner of such securities. GTCR is managed by its members. The reporting person is a member of GTCR and may have been deemed to have had an indirect pecuniary interest in the Company's Common Stock owned by Co-Invest to the extent of the reporting person's direct and indirect proportionate partnership interest in Co-Invest.
5. Includes 4,877 restricted stock units held by the reporting person, which are subject to vesting. Upon vesting, the reporting person shall be entitled to receive a number of shares of common stock equal to the number of restricted stock units then vesting. An amount equal to 1/12 of a total grant of 7,313 restricted stock units (the "November 2008 Grant") will vest on the last day of each calendar month until fully vested, in each case subject to the reporting person's continued services to Solera Holdings, Inc. (the "Company"). (Continued Footnote 6)
6. Shares in respect of vested restricted stock units granted as part of the November 2008 Grant will be delivered to the reporting person upon the earliest of: (a) November 12, 2013; (b) the date upon which the reporting person ceases to be a director of the Company, but only to the extent such cessation of services constitutes a "separation from service" with the Company as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"); and (c) the date of the consummation of a Change in Control (as defined in the 2008 Solera Holdings, Inc. Omnibus Incentive Plan), but only to the extent such Change in Control constitutes a "change in control event" (as defined in Treasury Regulations Section 1.409A-3(i)(5)) of the Company.
7. Includes 2,556 restricted stock units that vested on November 12, 2008. Shares in respect of such restricted stock units will be delivered to the reporting person upon the earliest of: (a) November 3, 2013; (b) the date upon which the reporting person ceases to be a director of the Company, but only to the extent such cessation of services constitutes a "separation from service" with the Company as defined in Section 409A of the Code; and (c) the date of the consummation of a change in control, but only to the extent such change in control constitutes a "change in control event" (as defined in Treasury Regulations Section 1.409A-3(i)(5)) of the Company.
/s/ Steve Toth, by power of attorney 03/16/2009
** 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).
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