4//SEC Filing
ADVENT SOFTWARE INC /DE/ 4
Accession 0001002225-15-000040
CIK 0001002225operating
Filed
Jul 9, 8:00 PM ET
Accepted
Jul 10, 7:09 PM ET
Size
28.2 KB
Accession
0001002225-15-000040
Insider Transaction Report
Form 4
Sperling Anthony
SVP & GM, AMG
Transactions
- Disposition to Issuer
Common Stock
2015-07-08$44.25/sh−2,997$132,617→ 0 total - Disposition to Issuer
Stock Appreciation Rights
2015-07-08$36.41/sh−42,000$1,529,220→ 0 totalExercise: $7.84From: 2010-05-14Exp: 2019-05-14→ Common Stock (42,000 underlying) - Disposition to Issuer
Stock Appreciation Rights
2015-07-08$34.68/sh−8,400$291,312→ 0 totalExercise: $9.57From: 2008-02-14Exp: 2017-02-14→ Common Stock (8,400 underlying) - Disposition to Issuer
Stock Appreciation Rights
2015-07-08−48,589→ 0 totalExercise: $12.10From: 2013-11-14Exp: 2022-11-14→ Common Stock (48,589 underlying) - Disposition to Issuer
Stock Appreciation Rights
2015-07-08−7,012→ 0 totalExercise: $17.80From: 2013-05-14Exp: 2022-05-14→ Common Stock (7,012 underlying) - Other
Common Stock
2015-05-29$26.36/sh+614$16,184→ 34,629 total - Disposition to Issuer
Common Stock
2015-07-08$44.25/sh−15,432$682,866→ 19,197 total - Disposition to Issuer
Common Stock
2015-07-08$44.25/sh−16,200$716,850→ 2,997 total - Disposition to Issuer
Stock Appreciation Rights
2015-07-08$32.37/sh−12,600$407,862→ 0 totalExercise: $11.88From: 2009-05-14Exp: 2018-05-14→ Common Stock (12,600 underlying) - Disposition to Issuer
Stock Appreciation Rights
2015-07-08$26.34/sh−1,400$36,876→ 0 totalExercise: $17.91From: 2012-05-13Exp: 2021-05-13→ Common Stock (1,400 underlying) - Disposition to Issuer
Stock Appreciation Rights
2015-07-08−14,569→ 0 totalExercise: $21.67From: 2014-05-14Exp: 2023-05-14→ Common Stock (14,569 underlying)
Footnotes (11)
- [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 $36,876, 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 2,159 vested shares, canceled in exchange for a pre-tax cash payment of $48,750, 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 12,410 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 8,550 vested PSUs, canceled in exchange for a cash payment of $378,338, representing the number of vested PSUs times the merger consideration of $44.25 per share; and, (ii) with respect to 7,650 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 $1,529,220, 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 $291,312, 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 $407,862, 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 11,402 vested shares, canceled in exchange for a pre-tax cash payment of $366,574, 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 37,187 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.
- [F9]Pursuant to the terms of the merger agreement this stock appreciation right was, (i) with respect to 1,870 vested shares, canceled in exchange for a pre-tax cash payment of $49,462, 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 5,142 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
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
- 28.2 KB