0001002225-15-000039.txt : 20150710 0001002225-15-000039.hdr.sgml : 20150710 20150710190908 ACCESSION NUMBER: 0001002225-15-000039 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150708 FILED AS OF DATE: 20150710 DATE AS OF CHANGE: 20150710 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ADVENT SOFTWARE INC /DE/ CENTRAL INDEX KEY: 0001002225 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 942901952 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 600 TOWNSEND ST CITY: SAN FRANCISCO STATE: CA ZIP: 94103 BUSINESS PHONE: 4155437696 MAIL ADDRESS: STREET 1: 600 TOWNSEND ST CITY: SAN FRANCISCO STATE: CA ZIP: 94103 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Momsen Christopher CENTRAL INDEX KEY: 0001559488 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-26994 FILM NUMBER: 15984545 MAIL ADDRESS: STREET 1: 600 TOWNSEND STREET STREET 2: SUITE 500 CITY: SAN FRANCISCO STATE: CA ZIP: 94103 4 1 edgardoc.xml PRIMARY DOCUMENT X0306 4 2015-07-08 1 0001002225 ADVENT SOFTWARE INC /DE/ ADVS 0001559488 Momsen Christopher 600 TOWNSEND STREET SAN FRANCISCO CA 94103 0 1 0 0 EVP, Global Sales & Sol Mgmt Common Stock 2015-05-29 5 J 0 724.0 26.3585 A 58952 D Common Stock 2015-07-08 4 D 0 19749.0 44.25 D 39203 D Common Stock 2015-07-08 4 D 0 22400.0 44.25 D 16803 D Common Stock 2015-07-08 4 D 0 16803.0 44.25 D 0 D Stock Appreciation Rights 12.1 2015-07-08 4 D 0 140000.0 0.0 D 2013-11-14 2022-11-14 Common Stock 140000 0 D Stock Appreciation Rights 12.75 2015-07-08 4 D 0 3000.0 31.5 D 2011-05-14 2020-05-14 Common Stock 3000 0 D Stock Appreciation Rights 15.01 2015-07-08 4 D 0 60000.0 29.24 D 2009-08-14 2018-08-14 Common Stock 60000 0 D Stock Appreciation Rights 17.8 2015-07-08 4 D 0 22940.0 0.0 D 2013-05-14 2022-05-14 Common Stock 22940 0 D Stock Appreciation Rights 17.91 2015-07-08 4 D 0 22400.0 26.34 D 2012-05-13 2021-05-13 Common Stock 22400 0 D Stock Appreciation Rights 21.67 2015-07-08 4 D 0 28600.0 0.0 D 2014-05-14 2023-05-14 Common Stock 28600 0 D Shares acquired through the 2005 Employee Stock Purchase Plan on 29 May 2015. 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. Pursuant to the terms of the merger agreement, this award of performance-based restricted stock units ("PSUs") was, (i) with respect to 11,822 vested PSUs, canceled in exchange for a cash payment of $523,124, representing the number of vested PSUs times the merger consideration of $44.25 per share; and, (ii) with respect to 10,578 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. 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. Pursuant to the terms of the merger agreement this stock appreciation right was, (i) with respect to 90,417 vested shares, canceled in exchange for a pre-tax cash payment of $2,906,907, 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 49,583 unvested shares, converted into unvested stock appreciation rights to acquire shares of SS&C common stock at an exercise price of $17.26 per share, with the right to acquire each Company share converted into the right to acquire 0.7012 shares of SS&C common stock. Represents vested stock appreciation rights that were disposed of pursuant to the Merger Agreement in exchange for a pre-tax cash payment of $94,500, 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. Represents vested stock appreciation rights that were disposed of pursuant to the Merger Agreement in exchange for a pre-tax cash payment of $1,754,400, 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. Pursuant to the terms of the merger agreement this stock appreciation right was, (i) with respect to 17,683 vested shares, canceled in exchange for a pre-tax cash payment of $467,715, 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 5,257 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. Represents vested stock appreciation rights that were disposed of pursuant to the Merger Agreement in exchange for a pre-tax cash payment of $590,016, 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. Pursuant to the terms of the merger agreement this stock appreciation right was, (i) with respect to 14,896 vested shares, canceled in exchange for a pre-tax cash payment of $336,352, 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 13,704 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: Christopher J Momsen 2015-07-10