4//SEC Filing
ADVENT SOFTWARE INC /DE/ 4
Accession 0001002225-15-000039
CIK 0001002225operating
Filed
Jul 9, 8:00 PM ET
Accepted
Jul 10, 7:09 PM ET
Size
25.7 KB
Accession
0001002225-15-000039
Insider Transaction Report
Form 4
Momsen Christopher
EVP Global Sales & Solutions
Transactions
- Other
Common Stock
2015-05-29$26.36/sh+724$19,084→ 58,952 total - Disposition to Issuer
Common Stock
2015-07-08$44.25/sh−16,803$743,533→ 0 total - Disposition to Issuer
Common Stock
2015-07-08$44.25/sh−22,400$991,200→ 16,803 total - Disposition to Issuer
Stock Appreciation Rights
2015-07-08$31.50/sh−3,000$94,500→ 0 totalExercise: $12.75From: 2011-05-14Exp: 2020-05-14→ Common Stock (3,000 underlying) - Disposition to Issuer
Stock Appreciation Rights
2015-07-08−22,940→ 0 totalExercise: $17.80From: 2013-05-14Exp: 2022-05-14→ Common Stock (22,940 underlying) - Disposition to Issuer
Stock Appreciation Rights
2015-07-08$26.34/sh−22,400$590,016→ 0 totalExercise: $17.91From: 2012-05-13Exp: 2021-05-13→ Common Stock (22,400 underlying) - Disposition to Issuer
Stock Appreciation Rights
2015-07-08−28,600→ 0 totalExercise: $21.67From: 2014-05-14Exp: 2023-05-14→ Common Stock (28,600 underlying) - Disposition to Issuer
Common Stock
2015-07-08$44.25/sh−19,749$873,893→ 39,203 total - Disposition to Issuer
Stock Appreciation Rights
2015-07-08−140,000→ 0 totalExercise: $12.10From: 2013-11-14Exp: 2022-11-14→ Common Stock (140,000 underlying) - Disposition to Issuer
Stock Appreciation Rights
2015-07-08$29.24/sh−60,000$1,754,400→ 0 totalExercise: $15.01From: 2009-08-14Exp: 2018-08-14→ Common Stock (60,000 underlying)
Footnotes (10)
- [F1]Shares acquired through the 2005 Employee Stock Purchase Plan on 29 May 2015.
- [F10]Pursuant to the terms of the merger agreement this stock appreciation right was, (i) with respect to 14,896 vested shares, canceled in exchange for a pre-tax cash payment of $336,352, 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 13,704 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 11,822 vested PSUs, canceled in exchange for a cash payment of $523,124, representing the number of vested PSUs times the merger consideration of $44.25 per share; and, (ii) with respect to 10,578 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]Pursuant to the terms of the merger agreement this stock appreciation right was, (i) with respect to 90,417 vested shares, canceled in exchange for a pre-tax cash payment of $2,906,907, 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 49,583 unvested shares, converted into unvested stock appreciation rights to acquire shares of SS&C common stock at an exercise price of $17.26 per share, with the right to acquire each Company share converted into the right to acquire 0.7012 shares of SS&C common stock.
- [F6]Represents vested stock appreciation rights that were disposed of pursuant to the Merger Agreement in exchange for a pre-tax cash payment of $94,500, 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.
- [F7]Represents vested stock appreciation rights that were disposed of pursuant to the Merger Agreement in exchange for a pre-tax cash payment of $1,754,400, 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]Pursuant to the terms of the merger agreement this stock appreciation right was, (i) with respect to 17,683 vested shares, canceled in exchange for a pre-tax cash payment of $467,715, 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 5,257 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.
- [F9]Represents vested stock appreciation rights that were disposed of pursuant to the Merger Agreement in exchange for a pre-tax cash payment of $590,016, 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.
Documents
Issuer
ADVENT SOFTWARE INC /DE/
CIK 0001002225
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001002225
Filing Metadata
- Form type
- 4
- Filed
- Jul 9, 8:00 PM ET
- Accepted
- Jul 10, 7:09 PM ET
- Size
- 25.7 KB