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*
GRANT RICHARD H III

(Last) (First) (Middle)
ONE REYNOLDS WAY

(Street)
DAYTON OH 45430

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
REYNOLDS & REYNOLDS CO [ REY ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/26/2006
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
Class A Common, no par value per share 10/26/2006 D 12,424 D $40(1) 0 D
Class A Common, no par value per share 10/26/2006 C 675,000 A $0(2) 675,000 D
Class A Common, no par value per share 10/26/2006 D(1) 675,000 D $40 0 D
Class A Common, no par value per share 10/26/2006 D 44,200 D $40(1) 0 I By Trust #1(3)
Class A Common, no par value per share 10/26/2006 D 44,430 D $40(1) 0 I By Trust #2(4)
Class A Common, no par value per share 10/26/2006 D 109,018 D $40(1) 0 I FLP(5)
Class A Common, no par value per share 10/26/2006 D 12,776 D $40(1) 0 I by Spouse
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
Class B Common, no par value per share (conversion rights) $0(6) 10/26/2006 D 13,500,000 (7) (8) Class A Common, no par value per share(9) 675,000 $40 0 D
Non-Qualified Stock Option (right to buy) $17 10/26/2006 D 2,659 08/08/2001(10) 08/08/2010 Class A Common, no par value per share 2,659 $23 0 D
Non-Qualified Stock Option (right to buy) $17.44 10/26/2006 D 2,451 10/01/1999(11) 10/01/2008 Class A Common, no par value per share 2,451 $22.56 0 D
Non-Qualified Stock Option (right to buy) $19.5 10/26/2006 D 2,242 10/01/2000(12) 10/01/2009 Class A Common, no par value per share 2,242 $20.5 0 D
Non-Qualified Stock Option (right to buy) $20.1 10/26/2006 D 2,093 10/01/1998(13) 10/01/2007 Class A Common, no par value per share 2,093 $19.9 0 D
Non-Qualified Stock Option (right to buy) $22.53 10/26/2006 D 2,061 10/01/2002(14) 10/01/2011 Class A Common, no par value per share 2,061 $17.47 0 D
Non-Qualified Stock Option (right to buy) $22.56 10/26/2006 D 2,044 10/01/2003(15) 10/01/2009 Class A Common, no par value per share 2,044 $17.44 0 D
Explanation of Responses:
1. Disposed of pursuant to the Agreement and Plan of Merger dated August 7, 2006 among Universal Computer Systems Holding, Inc., The Reynolds and Reynolds Company and Racecar Acquisition Co., the closing of which occurred on October 26, 2006.
2. See Footnote 6
3. On May 29, 2001, the reporting person was appointed to serve as co-trustee of a charitable remainder trust (TRUST #1) of which an immediate family member of the reporting person is the beneficiary. The reporting person is not a beneficiary of the trust and disclaims beneficial ownership of the shares.
4. On May 29, 2001, the reporting person was appointed to serve as co-trustee of a charitable remainder trust (TRUST #2) of which an immediate family member of the reporting person is the beneficiary. The reporting person is not a beneficiary of the trust and disclaims beneficial ownership of the shares.
5. Shares owned by the Grant Asset Management Family Ltd Partnership of which Richard H. Grant, III is a director and holds indirect ownership.
6. Disposed of pursuant to the Agreement and Plan of Merger dated August 7, 2006 among Universal Computer Systems Holding, Inc., The Reynolds and Reynolds Company and Racecar Acquisition Co., the closing of which occurred on October 26, 2006. The Class B shares are convertible to Class A Common Shares at a 20-to-1 ratio.
7. On 5/27/71, Mr. Grant acquired the right to convert his Class B Common shares to Class A Common shares at a 20:1 ratio.
8. Class B Common Shares may be converted to Class A Common Shares at a ratio of 20:1. There is no public market for Class B Common Shares. There was no expiration date to convert the Class B Common shares.
9. Class B Common Shares may be converted to Class A Common Shares at a ratio of 20:1. There is no public market for Class B Common Shares.
10. Pursuant to the Agreement and Plan of Merger, this option, which provided for vesting in three equal annual installments beginning 8/8/01, was canceled in exchange for a cash payment representing the difference between the exercise price and $40.
11. Pursuant to the Agreement and Plan of Merger, this option, which provided for vesting in three equal annual installments beginning 10/1/99, was canceled in exchange for a cash payment representing the difference between the exercise price and $40.
12. Pursuant to the Agreement and Plan of Merger, this option, which provided for vesting in three equal annual installments beginning 10/1/00, was canceled in exchange for a cash payment representing the difference between the exercise price and $40.
13. Pursuant to the Agreement and Plan of Merger, this option, which provided for vesting in three equal annual installments beginning 10/1/98, was canceled in exchange for a cash payment representing the difference between the exercise price and $40.
14. Pursuant to the Agreement and Plan of Merger, this option, which provided for vesting in three equal annual installments beginning 10/1/02, was canceled in exchange for a cash payment representing the difference between the exercise price and $40.
15. Pursuant to the Agreement and Plan of Merger, this option, which provided for vesting in three equal annual installments beginning 10/1/03, was canceled in exchange for a cash payment representing the difference between the exercise price and $40.
By: Juliet C. Shadoan, attorney-in-fact For: Richard H. Grant, III 10/30/2006
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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