0000899243-15-009155.txt : 20151202 0000899243-15-009155.hdr.sgml : 20151202 20151202173831 ACCESSION NUMBER: 0000899243-15-009155 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20151130 FILED AS OF DATE: 20151202 DATE AS OF CHANGE: 20151202 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SunGard CENTRAL INDEX KEY: 0001337272 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 203059890 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 680 EAST SWEDESFORD RD CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: 484-582-2000 MAIL ADDRESS: STREET 1: 680 EAST SWEDESFORD RD CITY: WAYNE STATE: PA ZIP: 19087 FORMER COMPANY: FORMER CONFORMED NAME: SUNGARD CAPITAL CORP DATE OF NAME CHANGE: 20050829 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FRADIN RUSSELL P CENTRAL INDEX KEY: 0001140933 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-53653 FILM NUMBER: 151265696 BUSINESS ADDRESS: STREET 1: C/O CONCUR TECNOLOGIES STREET 2: 6222 185TH AVENUE NE CITY: REDMOND STATE: WA ZIP: 98052 BUSINESS PHONE: 4254976560 MAIL ADDRESS: STREET 1: C/O CONCUR TECHNOLOGIES STREET 2: 6222 185TH AVENUE NE CITY: REDMOND STATE: WA ZIP: 98052 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2015-11-30 1 0001337272 SunGard NONE 0001140933 FRADIN RUSSELL P 680 EAST SWEDESFORD ROAD WAYNE PA 19087 1 1 0 0 President & CEO Class A-8 Common Stock 2015-11-30 4 D 0 196701.3149 D 0 D Class A-8 Common Stock 2015-11-30 4 D 0 342769.1917 D 0 I By CJR Squared LLC Class L Common Stock 2015-11-30 4 D 0 59941.1674 D Class A Common Stock 59941.1674 0 D Performance-Based Appreciation Units 14.89 2015-11-30 4 D 0 1171356.5865 D 2015-10-28 2017-06-01 Units 1171356.5865 0 D Time-Based Appreciation Units 14.89 2015-11-30 4 D 0 669346.6209 D 2016-06-01 2017-06-01 Units 669346.6209 0 D Time-Based Restricted Stock Unit 2015-11-30 4 D 0 54596 D 2018-06-01 2018-06-01 Units 54596 0 D Time-Based Restricted Stock Unit 2015-11-30 4 D 0 36256.2752 D 2017-06-01 2017-06-01 Units 36256.2752 0 D Time-Based Restricted Stock Unit 2015-11-30 4 D 0 50728 D 2017-06-01 2017-06-01 Units 50728 0 D Performance-Based Restricted Stock Unit 2015-11-30 4 A 0 101456 0.00 A 2017-06-01 2017-06-01 Units 101456 304368 D Performance-Based Restricted Stock Unit 2015-11-30 4 D 0 13404 D 2017-06-01 2017-06-01 Units 13404 0 D Performance-Based Restricted Stock Unit 2015-11-30 4 D 0 304368 D 2017-06-01 2017-06-01 Units 304368 0 D Performance-Based Restricted Stock Unit 2015-11-30 4 D 0 218384 D 2018-06-01 2018-06-01 Units 218384 0 D 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 common stock of SunGard was cancelled for no consideration. 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. 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 (the "Class L Merger Consideration"). Represents the base price of the award. Each "Unit" consisted of 1.3 shares of Class A-8 common stock and 0.1444 shares of Class L common stock of SunGard and 0.038 shares of preferred stock of SunGard Capital Corp. II ("SCCII"). Pursuant to the applicable award agreement, at the effective time of the Merger, any vesting conditions applicable to outstanding appreciation units were accelerated in full, and pursuant to the Merger Agreement each appreciation unit was cancelled and was converted into the right to receive approximately 0.2043 shares of common stock of FIS and $10.78 in cash, based on the Class L Merger Consideration and the merger consideration payable in respect of the underlying shares of preferred stock of SCCII (the "Unit Merger Consideration") where such Unit Merger Consideration was reduced by an amount equal to the base price of the award, applied ratably to the share and cash portions of the Unit Merger Consideration. Time-Based Restricted Stock Unit ("Time RSU") award represented a right to receive Units upon satisfaction of time-based vesting and payout conditions. Pursuant to the Merger Agreement, at the effective time of the Merger, each unvested Time RSU was converted into approximately 0.3677 restricted stock units of FIS, where each restriced stock unit represents the right to receive one share of common stock of FIS upon vesting ("Converted RSUs"). The Converted RSUs received have the same time-based vesting terms as the existing unvested awards disposed of in the Merger. Represents Time RSUs, of which 18,128.1376 were vested as of the effective time of the Merger and 18,128.1376 were unvested as of the effective time of the Merger. Pursuant to the Merger Agreement, at the effective time of the Merger, each vested Time RSU was converted into a right to receive Unit Merger Consideration and each unvested Time RSU was converted into approximately 0.3677 Converted RSUs. The Converted Time RSUs received have the same time-based vesting terms as the existing unvested awards disposed of in the Merger. Represents Time RSUs, of which 16,910.0000 were vested as of the effective time of the Merger and 33,818.0000 were unvested as of the effective time of the Merger. Performance-Based Restricted Stock Units ("Performance RSUs") award represented a right to receive Units upon satisfaction of performance-based vesting and time-based payout conditions. In connection with the Merger, the Compensation Committee of SunGard, pursuant to its authority under the SunGard 2005 Management Incentive Plan, as Amended and Restated and the applicable grant agreements, determined that the Performance RSUs granted in 2014 would be earned at 150% of the grant amount based on an estimate of attainment of performance conditions in connection with the Merger, resulting in a right to receive additional Units upon vesting. Represents the number of Units which were deemed earned based on the applicable performance criteria of the Performance RSU. Pursuant to the applicable award agreement, the time-based payout condition of each earned Performance RSU accelerated at the effective time of the Merger, and pursuant to the Merger Agreement each such Performance RSU was converted into a right to receive Unit Merger Consideration. Pursuant to the Merger Agreement, at the effective time of the Merger, each unvested Performance RSU was converted into approximately 0.3677 Converted RSUs. The Converted RSUs received have the same time-based vesting terms as the existing unvested awards disposed of in the Merger. Leslie S. Brush, attorney-in-fact for Russell P. Fradin 2015-12-02