ADVENT SOFTWARE INC /DE/ 4

Accession 0001002225-15-000037

CIK 0001002225operating

View on SEC.gov Company Profile

Filed

Jul 9, 8:00 PM ET

Accepted

Jul 10, 7:08 PM ET

Size

30.6 KB

Accession

0001002225-15-000037

Insider Transaction Report

Form 4

Period: 2015-07-08

ADVENT SOFTWARE INC /DE/ADVS

Hess David Peter

President

Transactions

Disposition to Issuer
Stock Appreciation Rights
2015-07-08$36.41/sh−60,000$2,184,600→ 0 total
Exercise: $7.84From: 2010-01-15Exp: 2019-01-15→ Common Stock (60,000 underlying)
Disposition to Issuer
Stock Appreciation Rights
2015-07-08$31.50/sh−59,000$1,858,500→ 0 total
Exercise: $12.75From: 2011-05-14Exp: 2020-05-14→ Common Stock (59,000 underlying)
Disposition to Issuer
Common Stock
2015-07-08$44.25/sh−89,400$3,955,950→ 24,038 total
Other
Common Stock
2015-05-29$26.36/sh+806$21,245→ 152,698 total
Disposition to Issuer
Common Stock
2015-07-08$44.25/sh−39,260$1,737,255→ 113,438 total
Disposition to Issuer
Stock Appreciation Rights
2015-07-08$32.37/sh−8,200$265,434→ 0 total
Exercise: $11.88From: 2009-05-14Exp: 2018-05-14→ Common Stock (8,200 underlying)
Disposition to Issuer
Stock Appreciation Rights
2015-07-08$26.34/sh−46,900$1,235,346→ 0 total
Exercise: $17.91From: 2012-05-13Exp: 2021-05-13→ Common Stock (46,900 underlying)
Disposition to Issuer
Common Stock
2015-07-08$44.25/sh−24,038$1,063,682→ 0 total
Disposition to Issuer
Stock Appreciation Rights
2015-07-08$36.41/sh−39,000$1,419,990→ 0 total
Exercise: $7.84From: 2010-05-14Exp: 2019-05-14→ Common Stock (39,000 underlying)
Disposition to Issuer
Stock Appreciation Rights
2015-07-08−47,560→ 0 total
Exercise: $17.80From: 2013-05-14Exp: 2022-05-14→ Common Stock (47,560 underlying)
Disposition to Issuer
Stock Appreciation Rights
2015-07-08−70,570→ 0 total
Exercise: $18.23From: 2013-07-16Exp: 2022-07-16→ Common Stock (70,570 underlying)
Disposition to Issuer
Stock Appreciation Rights
2015-07-08−139,000→ 0 total
Exercise: $21.67From: 2014-05-14Exp: 2023-05-14→ Common Stock (139,000 underlying)

Footnotes (12)

[F1]Shares acquired through the 2005 Employee Stock Purchase Plan on 29 May 2015.
[F10]Represents vested stock appreciation rights that were disposed of pursuant to the Merger Agreement in exchange for a pre-tax cash payment of $1,235,346, representing the aggregate difference between the exercise price of the stock appreciation right and the merger consideration of $44.25 per share, less applicable withholding taxes on the effective date of the merger.
[F11]Pursuant to the terms of the merger agreement this stock appreciation right was, (i) with respect to 51,457 vested shares, canceled in exchange for a pre-tax cash payment of $1,338,911, representing the aggregate difference between the exercise price of the stock appreciation right and the merger consideration of $44.25 per share, less applicable withholding taxes; and, (ii) with respect to 19,113 unvested shares, converted into unvested stock appreciation rights to acquire shares of SS&C common stock at an exercise price of $26.00 per share, with the right to acquire each Company share converted into the right to acquire 0.7012 shares of SS&C common stock.
[F12]Pursuant to the terms of the merger agreement this stock appreciation right was, (i) with respect to 72,396 vested shares, canceled in exchange for a pre-tax cash payment of $1,634,702, representing the aggregate difference between the exercise price of the stock appreciation right and the merger consideration of $44.25 per share, less applicable withholding taxes; and, (ii) with respect to 66,604 unvested shares, converted into unvested stock appreciation rights to acquire shares of SS&C common stock at an exercise price of $30.90 per share, with the right to acquire each Company share converted into the right to acquire 0.7012 shares of SS&C common stock.
[F2]Consists of unvested restricted stock units ("Unvested RSUs") that were converted, pursuant to the Merger Agreement by and among the Company, SS&C Technologies Holdings, Inc. and Arbor Acquisition Corporation, into unvested RSUs in respect of SS&C common stock, with each RSU converted into 0.7012 SS&C RSUs.
[F3]Pursuant to the terms of the merger agreement, this award of performance-based restricted stock units ("PSUs") was, (i) with respect to 47,183 vested PSUs, canceled in exchange for a cash payment of $2,087,848, representing the number of vested PSUs times the merger consideration of $44.25 per share; and, (ii) with respect to 42,217 unvested PSUs, converted into unvested RSUs in respect of SS&C common stock, with each PSU converted into 0.7012 SS&C RSUs. Pursuant to the Merger Agreement, the Company's Compensation Committee determined the applicable level of performance at 200% of target performance, and the shares vested to be based on the number of months of service through the merger date as a percentage of the total vesting period of 36 months.
[F4]Disposed of pursuant to the terms of the Merger Agreement in exchange for a cash payment of $44.25 per share on the effective date of the merger.
[F5]Represents vested stock appreciation rights that were disposed of pursuant to the Merger Agreement in exchange for a pre-tax cash payment of $2,184,600, representing the aggregate difference between the exercise price of the stock appreciation right and the merger consideration of $44.25 per share, less applicable withholding taxes on the effective date of the merger.
[F6]Represents vested stock appreciation rights that were disposed of pursuant to the Merger Agreement in exchange for a pre-tax cash payment of $1,419,990, representing the aggregate difference between the exercise price of the stock appreciation right and the merger consideration of $44.25 per share, less applicable withholding taxes on the effective date of the merger.
[F7]Represents vested stock appreciation rights that were disposed of pursuant to the Merger Agreement in exchange for a pre-tax cash payment of $265,434, representing the aggregate difference between the exercise price of the stock appreciation right and the merger consideration of $44.25 per share, less applicable withholding taxes on the effective date of the merger.
[F8]Represents vested stock appreciation rights that were disposed of pursuant to the Merger Agreement in exchange for a pre-tax cash payment of $1,858,500, representing the aggregate difference between the exercise price of the stock appreciation right and the merger consideration of $44.25 per share, less applicable withholding taxes on the effective date of the merger.
[F9]Pursuant to the terms of the merger agreement this stock appreciation right was, (i) with respect to 36,661 vested shares, canceled in exchange for a pre-tax cash payment of $969,683, representing the aggregate difference between the exercise price of the stock appreciation right and the merger consideration of $44.25 per share, less applicable withholding taxes; and, (ii) with respect to 10,899 unvested shares, converted into unvested stock appreciation rights to acquire shares of SS&C common stock at an exercise price of $25.39 per share, with the right to acquire each Company share converted into the right to acquire 0.7012 shares of SS&C common stock.

Documents

1 file

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edgardoc.xmlPrimary
PRIMARY DOCUMENT

Issuer

ADVENT SOFTWARE INC /DE/

CIK 0001002225

→

Entity typeoperating

IncorporatedDE

Related Parties

filerCIK 0001002225

Filing Metadata

Form type: 4
Filed: Jul 9, 8:00 PM ET
Accepted: Jul 10, 7:08 PM ET
Size: 30.6 KB

View on SEC.gov