8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): November 5, 2015

Commission file numbers:

SunGard	000-53653
SunGard Capital Corp. II	000-53654
SunGard Data Systems Inc.	1-12989

SunGard^®

SunGard^® Capital Corp. II

SunGard^® Data Systems Inc.

(Exact name of registrant as specified in its charter)

Delaware	20-3059890
Delaware	20-3060101
Delaware	51-0267091
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

Not Applicable

(Former Name and Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the proposed acquisition of SunGard by Fidelity National Information Services, Inc. (the “Transaction”), on November 5, 2015, Kevin McCurry, our Senior Vice President—Corporate Development and Strategy, and on November 9, 2015, Charles Neral, our Senior Vice President—Finance and Chief Financial Officer, each entered into an agreement with SunGard providing for a special one-time bonus in the amounts specified below to be earned on the later of December 31, 2015 or at the time of the closing of the Transaction (each, a “Transaction Bonus Agreement”). No bonus will be paid if the Transaction does not close or in the event of the voluntary termination or involuntary termination with cause of the participant’s employment with SunGard or any of its subsidiaries prior to the date on which the bonus is earned.

Named Executive Officer	Bonus Amount
Kevin McCurry	$	50,000
Charles Neral	$	250,000

The foregoing description of the Transaction Bonus Agreements does not purport to be complete and is qualified in its entirety by reference to the Form of Bonus Agreement which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

10.1: Form of Executive Officer Transaction Bonus Agreement

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SUNGARD
	SUNGARD CAPITAL CORP. II
	SUNGARD DATA SYSTEMS INC.
Date: November 12, 2015	By:	/s/ Victoria E. Silbey
		Victoria E. Silbey
		Senior Vice President – Legal and Chief Legal Officer

EXHIBIT INDEX

The following is a list of Exhibits furnished with this report.

Exhibit No.	Description
10.1	Form of Executive Officer Transaction Bonus Agreement

EX-10.1

Exhibit 10.1

To:	Employee Name
Date:	Month Year
Re:	Transaction bonus

You are a very valuable team member and play a key role within SunGard. We want to ensure we take sufficient steps to acknowledge your contribution to the acquisition of SunGard by FIS, and closing out the year strong.

Therefore, we are pleased to offer you a special one-time transaction bonus of $        , payable soon after the closing and subject to the attached terms and conditions.

If you have any questions, please reach out to Gary Watts in the Human Resources group: gary.watts@sungard.com/484-582-5409.

Congratulations, and thank you for your continued hard work and dedication!

Received and Acknowledged Date

Terms and Conditions of Transaction Payments

SunGard entered into an Agreement and Plan of Merger dated August 12, 2015, under which Fidelity National Information Services, Inc. will acquire SunGard (“the Proposed Transaction”). In order to ensure that SunGard and its subsidiaries retain the services and incentivize continued employment of certain employees (“Participants”) through the later of December 31, 2015 or the Closing of the Proposed Transaction, SunGard and its subsidiaries have offered special one-time bonus payments (the “Transaction Payments”). “Closing” means the closing of the Proposed Transaction as defined in the Plan of Merger.

Payment Conditions

Subject to satisfaction of the conditions set forth below, each Participant’s Transaction Payment will be earned on the later of December 31, 2015 or at the time of the Closing. The Transaction Payments shall be subject to all withholdings required by law and shall be paid as soon as reasonably practical following the Closing, but no later than 60 days after the Closing. Transaction Payments will not be treated as compensation for purposes of calculating any retirement, severance or other benefit a Participant may be entitled to receive from SunGard or any of its subsidiaries or affiliates.

No Transaction Payment will be paid to a Participant if the Proposed Transaction never closes or in the event of the voluntary termination or involuntary termination with cause of such Participant’s employment with SunGard or any of its subsidiaries or affiliates prior to the date on which the Transaction Payment is earned.

The Participant is required to keep the Transaction Payment confidential and not discuss or disclose it with anyone, except the Participant’s spouse, attorney, accountant, or as required by law. The Participant must also keep confidential any confidential information concerning the Proposed Transaction except with SunGard’s attorneys and advisors or any SunGard employee who is authorized to know such information.

The provision of a Transaction Payment does not constitute (a) contract of employment; or (b) a guarantee of continued employment for any period.

The Transaction Payments are being offered in $USD. As applicable for Participants who are not paid in $USD, any amount earned will be converted to and paid in local currency using SunGard’s budgeted foreign exchange rate in effect during the year of payment.

Company Discretion

SunGard reserves the right to determine that any Participant has not earned a Transaction Payment if, before the later of December 31, 2015 or the Closing:

• SunGard determines that a Participant has breached or violated in any material respect any agreement between the Participant and SunGard or any of its subsidiaries or affiliates or any material policy in SunGard’s Business Conduct and Compliance Program;

• The Participant is subject to performance or disciplinary actions; or

• The Participant fails to adhere to the confidentiality provisions set forth above.

Section 409A – for U.S. taxpayers

It is the intent of the parties that the Transaction Payments will be exempt from the requirements of Section 409A of the Internal Revenue Code (“Section 409A”). In the event SunGard reasonably determines that any Transaction Payment is subject to Section 409A, it may amend the terms of the Transaction Payment in the manner necessary to ensure exemption or compliance with Section 409A.