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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
X
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*
SAPPERN MATTHEW DAVID

(Last) (First) (Middle)
THREE RAVINIA DRIVE
SUITE B-150

(Street)
ATLANTA GA 30346

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ECLIPSYS CORP [ ECLP ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP, Professional Services
3. Date of Earliest Transaction (Month/Day/Year)
08/24/2010
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 08/24/2010 D(1) 10,714(1) D (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 Options $10.05 08/24/2010 D(2) 3,600 (2) (2) Common Stock 3,600 $0.00 0 D
Stock Options $13.35 08/24/2010 D(2) 13,591 (2) (2) Common Stock 13,591 $0.00 0 D
Stock Options $13.35 08/24/2010 D(2) 33,935 (2) (2) Common Stock 33,935 $0.00 0 D
Stock Options $1,577 08/24/2010 D(2) 3,750 (2) (2) Common Stock 3,750 $0.00 0 D
Stock Options $15.77 08/24/2010 D(2) 7,250 (2) (2) Common Stock 7,250 $0.00 0 D
Stock Options $25.12 08/24/2010 D(3) 50,000 (3) (3) Common Stock 50,000 $0.00 0 D
Stock Options $22.29 08/24/2010 D(4) 10,000 (4) (4) Common Stock 10,000 $0.00 0 D
Stock Options $22.07 08/24/2010 D(5) 14,000 (5) (5) Common Stock 14,000 $0.00 0 D
Stock Options $7.97 08/24/2010 D(6) 15,000 (6) (6) Common Stock 15,000 $0.00 0 D
Stock Options $7.97 08/24/2010 D(7) 30,000 (7) (7) Common Stock 30,000 $0.00 0 D
Performance Stock Units $0.00 08/24/2010 D(8) 25,000 (8) (8) Common Stock 25,000 $0.00 0 D
Explanation of Responses:
1. As the transaction was fully described in the joint proxy statement dated July 14, 2010, as filed with the SEC, each Issuer share was converted into 1.2 shares of common stock of Allscripts Healthcare Solutions, Inc. pursuant to a merger of Issuer with a wholly-owned subsidiary of Allscripts. Shares that were converted included 2,626 shares of Issuer unvested restricted stock that will be subject to the same terms as specified in the original grant. Disposition by Reporting Person was approved by Issuer board of directors.
2. In connection with the merger described above, each Issuer option was converted into an option to purchase Allscript common stock equal to 1.2 times the number of Issuer shares subject of the Issuer option and the exercise price was adjusted by dividing the Issuer exercise price by the 1.2 ratio in accordance with the merger agreement. Reporting Person's options were fully vested. Disposition by Reporting Person was approved by Issuer board of directors.
3. In connection with the merger described above, each Issuer option was converted into an option to purchase Allscript common stock equal to 1.2 times the number of Issuer shares subject of the Issuer option and the exercise price was adjusted by dividing the Issuer exercise price by the 1.2 ratio in accordance with the merger agreement. Expiration date remains as originally set. Reporting Person's options were vested as to 44,167 Issuer shares. Vesting of the option with respect to the balance of shares will be as specified in the option documents. Disposition by Reporting Person was approved by Issuer board of directors.
4. In connection with the merger described above, each Issuer option was converted into an option to purchase Allscript common stock equal to 1.2 times the number of Issuer shares subject of the Issuer option and the exercise price was adjusted by dividing the Issuer exercise price by the 1.2 ratio in accordance with the merger agreement. Expiration date remains as originally set. Reporting Person's options were vested as to 6,875 Issuer shares. Vesting of the option with respect to the balance of shares will be as specified in the option documents. Disposition by Reporting Person was approved by Issuer board of directors.
5. In connection with the merger described above, each Issuer option was converted into an option to purchase Allscript common stock equal to 1.2 times the number of Issuer shares subject of the Issuer option and the exercise price was adjusted by dividing the Issuer exercise price by the 1.2 ratio in accordance with the merger agreement. Expiration date remains as originally set. Reporting Person's options were vested as to 8,458 Issuer shares. Vesting of the option with respect to the balance of shares will be as specified in the option documents. Disposition by Reporting Person was approved by Issuer board of directors.
6. In connection with the merger described above, each Issuer option was converted into an option to purchase Allscript common stock equal to 1.2 times the number of Issuer shares subject of the Issuer option and the exercise price was adjusted by dividing the Issuer exercise price by the 1.2 ratio in accordance with the merger agreement. Expiration date remains as originally set. Reporting Person's options were vested as to 5,313 Issuer shares. Vesting of the option with respect to the balance of shares will be as specified in the option documents. Disposition by Reporting Person was approved by Issuer board of directors.
7. In connection with the merger described above, each Issuer option was converted into an option to purchase Allscript common stock equal to 1.2 times the number of Issuer shares subject of the Issuer option and the exercise price was adjusted by dividing the Issuer exercise price by the 1.2 ratio in accordance with the merger agreement. Expiration date remains as originally set. Reporting Person's options were vested as to 10,625 Issuer shares. Vesting of the option with respect to the balance of shares will be as specified in the option documents. Disposition by Reporting Person was approved by Issuer board of directors.
8. Each Performance Stock Unit ("PSU") represented a contingent right to receive a number of shares of Issuer's common stock ranging from 0 to 2.25, depending on the Issuer's Total Shareholder Return ("TSR") compared to the TSRs of a group of pre-selected companies in the healthcare technology and software industries over a performance period commencing on March 15, 2010 and ending on August 24, 2010, the effective date of the merger described above. As a result of the merger, the PSU'swere converted into a fixed number of shares, each of which was converted into 1.2 shares of Allscripts common stock. Disposition by the Reporting Person was approved by Issuer's board of directors.
Remarks:
/s/ Matthew D. Sappern, by BWC under POA 08/26/2010
** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.