Santos Gilbert O 4
4 · SUNGARD CAPITAL CORP II · Filed Dec 2, 2009
Insider Transaction Report
Form 4
Santos Gilbert O
Group CEO
Transactions
- Disposition to Issuer
Performance-Based Unit Option (right to buy)
2009-11-30−79,532.245→ 0 totalExercise: $18.00Exp: 2015-08-11→ Units (79,532.245 underlying) - Award
Performance-Based Unit Option (right to buy)
2009-11-30+66,136→ 66,136 totalExercise: $18.00Exp: 2016-09-12→ Units (66,136 underlying) - Award
Performance-Based Restricted Stock Unit
2009-11-30+30,445→ 30,445 totalExercise: $0.00→ Units (30,445 underlying) - Award
Performance-Based Unit Option (right to buy)
2009-11-30+79,532.245→ 79,532.245 totalExercise: $18.00Exp: 2015-08-11→ Units (79,532.245 underlying) - Disposition to Issuer
Performance-Based Unit Option (right to buy)
2009-11-30−66,136→ 0 totalExercise: $18.00Exp: 2016-09-12→ Units (66,136 underlying) - Disposition to Issuer
Performance-Based Restricted Stock Unit
2009-11-30−30,445→ 0 totalExercise: $0.00→ Units (30,445 underlying)
Footnotes (5)
- [F1]Amendment of outstanding option resulting in deemed cancellation of option and grant of replacement option. The option was originally granted on August 12, 2005. The Issuer and Reporting Person agreed to amend the option's performance targets to reflect a reduction in the performance targets for 2009 and 2010. Provided the amended performance targets are achieved, shares earned in each of the 2009 and 2010 performance years will vest as follows: 25% will vest on December 31 of the applicable performance year, and the remaining 75% will vest in equal monthly installments over the next 36 months, subject to the Reporting Person's continued employment.
- [F2]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.
- [F3]Amendment of outstanding option resulting in deemed cancellation of option and grant of replacement option. The option was originally granted on September 12, 2006. The Issuer and Reporting Person agreed to amend the option's performance targets to reflect a reduction in the performance targets for 2009 and 2010. Provided the amended performance targets are achieved, shares earned in each of the 2009 and 2010 performance years will vest as follows: 25% will vest on December 31 of the applicable performance year, and the remaining 75% will vest in equal monthly installments over the next 36 months, subject to the Reporting Person's continued employment.
- [F4]Amendment of outstanding restricted stock units ("RSUs") resulting in deemed cancellation of RSUs and grant of replacement RSUs. The RSUs were originally granted on September 21, 2007. The Issuer and Reporting Person agreed to amend the RSUs' performance targets to reflect a reduction in the performance targets for 2009 and 2010.
- [F5]Provided the amended performance targets are achieved, shares earned in each of the 2009 and 2010 performance years will vest as follows: 25% will vest on December 31 of the applicable performance year, and the remaining 75% will vest in equal monthly installments over the next 36 months, subject to the Reporting Person's continued employment. Shares earned in 2011 under the original target will vest on December 31, 2011 in accordance with the option's original terms. The distribution date of shares underlying RSUs that vest after December 31, 2008 will be distributed upon the first to occur of a (i) change in 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 without cause or (iii) the date that is ten years after the date of grant.