SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

WOODS ROBERT F

(Last)

(First)

(Middle)

SUNGARD DATA SYSTEMS INC.

680 EAST SWEDESFORD ROAD

(Street)

WAYNE

19087

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2010

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP-Finance & CFO

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Time-Based Restricted Stock Unit	⁽¹⁾	⁽¹⁾	Units⁽²⁾	76,881	$0	D
Performance-Based Restricted Stock Unit	⁽³⁾	⁽³⁾	Units⁽²⁾	0⁽³⁾	$0	D
Time-Based Class A Stock Option (right to buy)	⁽⁴⁾	01/01/2020	Class A-8 Common Stock	193,612	$0.28	D
Performance-Based Class A Stock Option (right to buy)	⁽⁵⁾	01/01/2020	Class A-8 Common Stock	0⁽⁵⁾	$0.28	D

Explanation of Responses:

1. On January 1, 2010, the Reporting Person was granted a restricted stock unit ("RSU") representing the conditional right to receive 76,881 Units (defined in note 2), 10% of which vest on the first anniversary of the date of grant (the "Initial Vesting Date"), and the remaining 90% vest in equal monthly installments over the 48 months following the Initial Vesting Date. The Initial Vesting Date will be 1/1/2011. The Reporting Person's vested RSUs are paid in shares upon the first to occur of (i) a change of control that meets the requirements of a "change in control event" under Section 409A of the Internal Revenue Code, (ii) the Reporting Person's separation from service without cause, or (iii) the date that is five years after the date of grant. If a change of control occurs before the RSUs are fully vested, any RSUs that subsequently vest are paid upon the first to occur of clauses (ii) and (iii) above.

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. On January 1, 2010, the Reporting Person was granted an RSU representing the conditional right to receive 138,384 Units (defined in note 2), which RSU vests over a five-year period based on the satisfaction of certain performance criteria for the years ending December 31, 2010 through December 31, 2014. The Reporting Person's vested RSUs are paid in shares upon the first to occur of (i) a change of control that meets the requirements of a "change in control event" under Section 409A of the Internal Revenue Code, (ii) the Reporting Person's separation from service without cause, or (iii) the date that is five years after the date of grant. If a change of control occurs before the RSUs are fully vested, any RSUs that subsequently vest are paid upon the first to occur of clauses (ii) and (iii) above. The Units listed above reflect the portion of such RSU that is vested as of the date of this report.

4. On January 1, 2010, the Reporting Person was granted an option to purchase shares of Class A-8 common stock of the Issuer, which option vests 25% one year after date of grant and 1/48th of the remaining balance each month thereafter for 48 months.

5. On January 1, 2010, the Reporting Person was granted an option to purchase 348,500 shares of Class A-8 common stock of the Issuer, which option vests over a five-year period based on the satisfaction of certain performance criteria for the years ending December 31, 2010 through December 31, 2014. The shares listed above reflect the portion of such option that is vested as of the date of this report.

	Robert F. Woods	01/05/2010
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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