Santos Gilbert O 4
4 · SUNGARD CAPITAL CORP · Filed May 17, 2010
Insider Transaction Report
Form 4
Santos Gilbert O
Group CEO
Transactions
- Award
Performance-Based Restricted Stock Unit
2010-05-13+27,677→ 27,677 totalExercise: $0.00→ Units (27,677 underlying) - Award
Performance-Based Class A Stock Option (right to buy)
2010-05-13+69,700→ 69,700 totalExercise: $0.25Exp: 2020-05-13→ Class A-8 Common Stock (69,700 underlying) - Award
Time-Based Restricted Stock Unit
2010-05-13+15,376→ 15,376 totalExercise: $0.00→ Units (15,376 underlying) - Award
Time-Based Class A Stock Option (right to buy)
2010-05-13+38,722→ 38,722 totalExercise: $0.25Exp: 2020-05-13→ Class A-8 Common Stock (38,722 underlying)
Footnotes (5)
- [F1]Time-Based Restricted Stock Units ("RSU") vest over 5 years with 10% vesting on the first anniversary of the date of grant ("Initial Vesting Date"), and the remaining 90% vesting in equal monthly installments over the 48 months following the 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 five 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.
- [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]The Performance-Based RSU vests over a five-year period based on the satisfaction of certain performance criteria for the years ending December 31, 2010 through December 31, 2014. 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 five 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.
- [F4]Time-Based Class A Options vest 25% one year after date of grant, and 1/48th of the remaining balance each month thereafter for 48 months.
- [F5]Performance-Based Class A Options vest over a five-year period based on the satisfaction of certain performance criteria for the years ending December 31, 2010 through December 31, 2014.