SEC FORM 4

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^*

BRADY JASON M

(Last)

(First)

(Middle)

7 VILLAGE CIRCLE, SUITE 100

(Street)

WESTLAKE

76262

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SOLERA HOLDINGS, INC [ SLH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2014

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.01	10/01/2014		A		17,761⁽¹⁾	A	$0.01	42,180⁽¹⁾	D
Common Stock, par value $0.01	10/01/2014		A		8,880⁽²⁾	A	$0.01	51,060	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)	$56.03	10/01/2014		A		44,402		⁽²⁾	10/01/2021	Common Stock, par value $0.01	44,402	⁽³⁾	419,966	D

Explanation of Responses:

1. The measurement period for the performance share units ("PSUs") is the three fiscal years ending June 30, 2017, and none of the PSUs have been earned as of October 1, 2014. 1/3 of the PSUs can be earned each fiscal year based on the Company's achievement measured against pre-determined Adjusted EBITDA and return on invested capital ("ROIC") goals. If both ROIC and at least 80% of the pre-established Adjusted EBITDA target are achieved in a fiscal year, then PSUs allocated to that fiscal year will be earned. The total target number of PSUs is set forth above in Table I, column 4. The number of PSUs earned ranges from 50% to 150% of the target number of PSUs allocated to each fiscal year. If ROIC is not achieved or if at least 80% of the Adjusted EBITDA target is not achieved in a particular year, then none of the PSUs for that year will be earned and all of those PSUs will be forfeited. 100% of the earned PSUs will vest after the end of the measurement period.

2. 25% of the restricted stock units and the stock options (the "securities") will vest on September 30, 2015 and 6.25% of the securities will vest on each December 31, March 31, June 30 and September 30 thereafter until all of the securities are vested.

3. Not applicable

Remarks:

	/s/ Jason Brady	10/03/2014
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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