SEC FORM 4

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^*

ASHTON JAMES E III

(Last)

(First)

(Middle)

680 EAST SWEDESFORD ROAD

(Street)

WAYNE

19087

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SUNGARD CAPITAL CORP [ NONE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Division CEO

3. Date of Earliest Transaction (Month/Day/Year)
10/28/2009

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A-8 Common Stock	10/28/2009		M		238,028.7481	D	⁽¹⁾⁽²⁾	414,074.2687	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class L Common Stock	$0	10/28/2009		M		26,439.501		⁽³⁾	⁽³⁾	Class A-8 Common Stock	26,439.501⁽⁴⁾	⁽¹⁾⁽²⁾	45,994.0957	D
Rollover Unit Option (right to buy)	$4.5	10/28/2009		M			10,739.6667	08/11/2005	03/06/2012	Unit⁽²⁾	10,739.6667	$0	0	D
Rollover Unit Option (right to buy)	$4.5	10/28/2009		M			77,885	08/11/2005	03/03/2013	Unit⁽²⁾	77,885	$0	0	D
Rollover Unit Option (right to buy)	$4.5	10/28/2009		M			39,436.7407	08/11/2005	02/25/2014	Unit⁽²⁾	39,436.7407	$0	0	D
Rollover Unit Option (right to buy)	$4.5	10/28/2009		M			55,037.6296	08/11/2005	03/03/2015	Unit⁽²⁾	55,037.6296	$0	0	D

Explanation of Responses:

1. Shares received upon exercise of an aggregate of 183,099.0370 options for Units at an exercsie price of $4.50 per Unit.

2. Each "Unit" consists of 1.3 shares of Class A-8 common stock and 0.1444 shares of Class L common stock of SunGard Capital Corp. and 0.05 shares of preferred stock of SunGard Capital Corp. II.

3. Class L common stock automatically converts into Class A-8 Common Stock (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 the Requisite Principal Investors, or (iii) in connection with the registration of the Class A-8 Common Stock, unless the Majority Principal Investors determine otherwise.

4. Each share of Class L common stock converts 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.

	Leslie S. Brush, attorney-in-fact for James E. Ashton, III	10/30/2009
	** 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).
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