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 [ NONE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/03/2011 | ||||||||||||||||||||||||||
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 |
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 | $0 | 06/03/2011 | A | 4,460 | (1) | (1) | Units(2) | 4,460 | $0 | 4,460 | D | ||||
Performance-Based Restricted Stock Unit | $0 | 06/03/2011 | A | 4,460 | (3) | (3) | Units(2) | 4,460 | $0 | 4,460 | D |
Explanation of Responses: |
1. Time-Based Restricted Stock Units ("RSU") vest over four years with 28% vesting on the first anniversary of the date of grant ("Time RSU Initial Vesting Date"), and the remaining 72% vesting in equal monthly installments over the 36 months following the Time RSU Initial Vesting Date. 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 to SunGard without cause, or (iii) the date that is four 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. Performance-Based RSUs vest upon the satisfaction of certain performance criteria for the 18-month period beginning July 1, 2011, with 52% of the earned amount vesting at the end of the performance period ("Performance RSU Initial Vesting Date"), and the remaining 48% vesting in equal monthly installments over the 24 months following the Performance RSU Initial Vesting Date. 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 to SunGard without cause, or (iii) the date that is four 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. |
Leslie S. Brush, attorney-in-fact for Robert F. Woods | 06/07/2011 | |
** 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. |