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^*

Gonzalez Abilio Jose

(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)
	Snr. Vice President, Global HR

3. Date of Earliest Transaction (Month/Day/Year)
09/04/2012

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	09/04/2012⁽¹⁾		A		4,622⁽²⁾	A	$0.01	16,102	D
Common Stock, par value $0.01	09/04/2012⁽³⁾		A		2,431⁽⁴⁾	A	$0.01	18,533	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)	$41.52	09/04/2012		A		68,572		⁽⁵⁾	09/04/2019	Common Stock, par value $0.01	68,572	⁽⁶⁾	155,180	D

Explanation of Responses:

1. The restricted stock units issued to the Reporting Person were approved by the compensation committee of the board of directors of the Issuer (the "Compensation Committee") on September 1, 2011, subject to the achievement of certain financial targets by the Issuer as certified by the audit committee of the board of directors (the "Audit Committee") and the Compensation Committee. The Audit Committee certified such financial targets on August 22, 2012, and the Compensation Committee certified such financial targets on September 4, 2012.

2. Represents restricted stock units issued to the Reporting Person, which restricted stock units are subject to vesting. Upon vesting of the restricted stock units, the Reporting Person shall be entitled to receive a number of shares of common stock equal to the number of restricted stock units then vesting. 25% of the restricted stock units vest on September 30, 2012 and 6.25% of the restricted stock units vest on each December 31, March 31, June 30 and September 30 thereafter until all restricted stock units have vested, in each case subject to the Reporting Person's continued services to the Issuer. Additionally, dividend equivalents will accrue on such restricted stock units in the form of additional restricted stock units when dividends are paid to the holders of common stock and holders of restricted stock units of the Issuer. Such additional restricted stock units will be paid only as the underlying restricted stock units vest and are paid.

3. The performance share units issued to the Reporting Person were approved by the Compensation Committee on September 14, 2011, subject to the achievement of certain financial and total shareholder return targets by the Issuer as certified by the Audit Committee and the Compensation Committee. The Audit Committee certified such financial targets on August 22, 2012, and the Compensation Committee certified such financial targets, determined the total shareholder return targets were not achieved and determined the number of performance share units earned on September 4, 2012.

4. Represents performance share units issued to the Reporting Person, which performance share units are subject to vesting. Upon vesting of the performance share units, the Reporting Person shall be entitled to receive a number of shares of common stock equal to the number of performance share units then vesting. 50% of the performance share units vest on September 30, 2012 and 6.25% of the performance share units vest on each December 31, March 31, June 30 and September 30 thereafter until all performance share units have vested, in each case subject to the Reporting Person's continued services to the Issuer. Additionally, dividend equivalents will accrue on such performance share units in the form of restricted stock units when dividends are paid to the holders of common stock and holders of restricted stock units of the Issuer. Such restricted stock units will be paid only as the underlying performance share units vest and are paid.

5. 25% of the employee stock options vest on September 30, 2013 and 6.25% of the employee stock options vest on each December 31, March 31, June 30 and September 30 thereafter until all employee stock options have vested, in each case subject to the Reporting Person's continued services to the Issuer.

6. Not applicable

Remarks:

	/s/ Abilio Gonzalez	09/06/2012
	** 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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