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*
MCKAY SAMUEL F

(Last) (First) (Middle)
C/O AXIOM VENTURE PARTNERS,
CITY PLACE II, 17TH FL., 185 ASYLUM ST.

(Street)
HARTFORD CT 06103

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
OPEN SOLUTIONS INC [ OPEN ]
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)
01/23/2007
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 01/23/2007 D 6,480 D $38(1) 0 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
Stock Option (Right to Buy) $21.49 01/23/2007 D 5,000 (2) 05/25/2014 Common Stock 5,000 $16.51 0 D
Stock Option (Right to Buy) $19.56 01/23/2007 D 15,000 (3) 05/19/2015 Common Stock 15,000 $18.44 0 D
Stock Option (Right to Buy) $27.61 01/23/2007 D 7,500 (4) 05/16/2016 Common Stock 7,500 $10.39 0 D
Restricted Stock Units (5) 01/23/2007 D 589 (5) (5) Common Stock 589 $38 0 D
Restricted Stock Units (6) 01/23/2007 D 589 (6) (6) Common Stock 589 $38 0 D
Restricted Stock Units (7) 01/23/2007 D 1,124 (7) (7) Common Stock 1,124 $38 0 D
Explanation of Responses:
1. Disposed of pursuant to an Agreement and Plan of Merger among the issuer, Harpoon Acquisition Corporation, and Harpoon Merger Corporation in exchange for the right to receive $38.00 per share.
2. This option, which was granted on May 25, 2004, was cancelled in the merger in exchange for a $82,550.00 cash payment, representing the excess of $38.00 over the per share exercise price of the option multiplied by the number of shares subject to the option, whether vested or unvested.
3. This option, which was granted on May 19, 2005, was cancelled in the merger in exchange for a $276,600.00 cash payment, representing the excess of $38.00 over the per share exercise price of the option multiplied by the number of shares subject to the option, whether vested or unvested.
4. This option, which was granted on May 16, 2006, was cancelled in the merger in exchange for a $77,925.00 cash payment, representing the excess of $38.00 over the per share exercise price of the option multiplied by the number of shares subject to the option, whether vested or unvested.
5. These restricted stock units, which were granted on February 28, 2005 and represent the right to receive one share of common stock of the issuer per unit, were cancelled in the merger in exchange for a $22,382.00 cash payment, representing $38.00 multiplied by the number of restricted stock units.
6. These restricted stock units, which were granted on April 19, 2005 and represent the right to receive one share of common stock of the issuer per unit, were cancelled in the merger in exchange for a $22,382.00 cash payment, representing $38.00 multiplied by the number of restricted stock units.
7. These restricted stock units, which were granted on April 3, 2006 and represent the right to receive one share of common stock of the issuer per unit, were cancelled in the merger in exchange for a $42,712.00 cash payment, representing $38.00 multiplied by the number of restricted stock units.
Remarks:
/s/ Kenneth J. Saunders as attorney-in-fact 01/24/2007
** 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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