| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
SUNGARD CAPITAL CORP II [ NONE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/30/2014 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Preferred Stock | 05/30/2014 | A | 1,040.0365 | A | $175.75 | 10,038.6274(1) | I | By CJR Square LLC | ||
| Preferred Stock | 05/31/2014 | M | 13,039.2949 | A | (2) | 13,039.2949 | D | |||
| Preferred Stock | 05/31/2014 | F | 7,278.5344 | D | $175.75 | 5,760.7605 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Time-Based Restricted Stock Unit | (2) | 05/31/2014 | M | 342,482.3543(3) | (4) | (4) | Units(5) | 342,482.3543 | $0 | 0 | D | ||||
| Time-Based Restricted Stock Unit | $0 | 06/01/2014 | A | 50,728 | (6) | (6) | Units(5) | 50,728 | $0 | 50,728 | D | ||||
| Performance-Based Restricted Stock Unit | $0 | 06/01/2014 | A | 202,912 | (7) | (7) | Units(5) | 202,912 | $0 | 202,912 | D | ||||
| Explanation of Responses: |
| 1. Reflects the adjustment of shares made in connection with the March 31, 2014 split-off transaction which was an exempt transaction pursuant to Rule 16b-7. |
| 2. Each Time-Based Restricted Stock Unit ("RSU") represented a right to receive Units (as defined in note 5 below) upon satisfaction of time-based vesting and payout conditions, subject to acceleration upon the occurrence of specified events. See note 4. |
| 3. Reflects the adjustment of RSUs made in connection with the March 31, 2014 split-off transaction which was an exempt transaction pursuant to Rule 16b-7. |
| 4. The Reporting Person's time-based RSU vests over three years with 33 1/3% vesting on each of the first three anniversaries of the date of grant. The Reporting Person's vested RSUs are paid in shares upon the first to occur of (i) a change of control and (ii) the date that is three years after the date of grant. The payout reported on this Form 4 occurred upon the third anniversary of the date of grant. |
| 5. Each "Unit," as adjusted in connection with the March 31, 2014 split-off transaction, 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 0.038 shares of preferred stock of SunGard Capital Corp. II. |
| 6. Time-Based RSUs vest over three years with one-third vesting on each of the first three anniversaries of the date of grant. The Reporting Person's vested RSUs are paid in shares upon the first to occur of (i) a change of control, (ii) the Reporting Person's separation from service without cause, or (iii) the date that is three 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. |
| 7. Performance-Based RSUs vest up to 200% of amount granted if the value of shares on June 1, 2017 meets specified stock price thresholds and if the Reporting Person remains employed through June 1, 2017. The Reporting Person's vested RSUs are paid in shares upon the first to occur of (i) the Reporting Person's termination of employment as a result of death, (ii) the Reporting Person's separation from service without cause upon or within twelve months following a change of control or (iii) the date that is three years after the date of grant. |
| Leslie S. Brush, attorney-in-fact for Russell P. Fradin | 06/03/2014 | |
| ** 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. | ||