SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Hess David Peter

(Last) (First) (Middle)
600 TOWNSEND STREET

(Street)
SAN FRANCISCO CA 94103

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ADVENT SOFTWARE INC /DE/ [ ADVS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
07/08/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 05/29/2015 J(1) V 806 A $26.3585 152,698 D
Common Stock 07/08/2015 D(2) 39,260 D $44.25 113,438 D
Common Stock 07/08/2015 D(3) 89,400 D $44.25 24,038 D
Common Stock 07/08/2015 D(4) 24,038 D $44.25 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Appreciation Rights $7.84 07/08/2015 D(5) 60,000 01/15/2010 01/15/2019 Common Stock 60,000 $36.41 0 D
Stock Appreciation Rights $7.84 07/08/2015 D(6) 39,000 05/14/2010 05/14/2019 Common Stock 39,000 $36.41 0 D
Stock Appreciation Rights $11.88 07/08/2015 D(7) 8,200 05/14/2009 05/14/2018 Common Stock 8,200 $32.37 0 D
Stock Appreciation Rights $12.75 07/08/2015 D(8) 59,000 05/14/2011 05/14/2020 Common Stock 59,000 $31.5 0 D
Stock Appreciation Rights $17.8 07/08/2015 D(9) 47,560 05/14/2013 05/14/2022 Common Stock 47,560 $0.0 0 D
Stock Appreciation Rights $17.91 07/08/2015 D(10) 46,900 05/13/2012 05/13/2021 Common Stock 46,900 $26.34 0 D
Stock Appreciation Rights $18.23 07/08/2015 D(11) 70,570 07/16/2013 07/16/2022 Common Stock 70,570 $0.0 0 D
Stock Appreciation Rights $21.67 07/08/2015 D(12) 139,000 05/14/2014 05/14/2023 Common Stock 139,000 $0.0 0 D
Explanation of Responses:
1. Shares acquired through the 2005 Employee Stock Purchase Plan on 29 May 2015.
2. 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.
3. 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.
4. 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.
5. 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.
6. 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.
7. 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.
8. 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.
9. 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.
10. 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.
11. 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.
12. 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.
By: James S Cox For: David P Hess 07/10/2015
** Signature of Reporting Person Date
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