SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Cassidy Patricia K.

(Last)

(First)

(Middle)

SUNGARD DATA SYSTEMS INC.

680 EAST SWEDESFORD ROAD

(Street)

WAYNE

19087

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/19/2015

3. Issuer Name and Ticker or Trading Symbol
SUNGARD CAPITAL CORP [ NONE ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP-Human Resources & CHRO

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A-8 Common Stock	10,129.8695	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Time-Based Unit Option (right to buy)	⁽¹⁾	08/11/2015	Unit⁽²⁾	5,619.3386	$12.8723	D
Time-Based Class A-8 Stock Option (right to buy)	⁽³⁾	09/21/2017	Class A-8 Common Stock	6,970	$2.22	D
Performance-Based Class A-8 Stock Option (right to buy)	⁽⁴⁾	05/15/2018	Class A-8 Common Stock	1,818.8384⁽⁴⁾	$3.06	D
Time-Based Class A-8 Stock Option (right to buy)	⁽⁵⁾	05/15/2018	Class A-8 Common Stock	2,905	$3.06	D
Performance-Based Restricted Stock Unit	⁽⁶⁾	⁽⁶⁾	Unit	700.5825⁽⁶⁾	$0.00	D
Time-Based Class A-8 Stock Option (right to buy)	⁽⁷⁾	09/03/2019	Class A-8 Common Stock	9,680	$0.44	D
Performance-Based Class A-8 Stock Option (right to buy)	⁽⁸⁾	09/03/2019	Class A-8 Common Stock	6,802.656⁽⁸⁾	$0.44	D
Performance-Based Restricted Stock Unit	⁽⁹⁾	⁽⁹⁾	Unit	1,506.0298⁽⁹⁾	$0.00	D
Time-Based Restricted Stock Unit	⁽¹⁰⁾	⁽¹⁰⁾	Unit	1,506.0298	$0.00	D
Performance-Based Restricted Stock Unit	⁽¹¹⁾	⁽¹¹⁾	Unit	1,539.4972⁽¹¹⁾	$0.00	D
Time-Based Restricted Stock Unit	⁽¹²⁾	⁽¹²⁾	Unit	3,078.9944	$0.00	D
Performance-Based Restricted Stock Unit	⁽¹³⁾	⁽¹³⁾	Unit	318.75⁽¹³⁾	$0.00	D
Time-Based Restricted Stock Unit	⁽¹⁴⁾	⁽¹⁴⁾	Unit	3,447.135	$0.00	D
Performance-Based Restricted Stock Unit	⁽¹⁵⁾	⁽¹⁵⁾	Unit	0⁽¹⁵⁾	$0.00	D
Time-Based Restricted Stock Unit	⁽¹⁶⁾	⁽¹⁶⁾	Unit	1,822	$0.00	D
Class L Common Stock	⁽¹⁷⁾	⁽¹⁷⁾	Class A-8 Common Stock	1,125.5411	$0.00	D

Explanation of Responses:

1. Time-Based Unit Options vested 25% one year after date of grant, and 1/48th of the remaining balance each month thereafter for 48 months. The date of grant of these Time-Based Unit Options was August 12, 2005 and therefore, these options are fully vested as of the date of this report.

2. Each "Unit" consists of 1.3 shares of Class A-8 common stock and 0.1444 shares of Class L common stock of SunGard Capital Corp. and 0.038 shares of preferred stock of SunGard Capital Corp. II.

3. Time-Based Class A Options vested 25% one year after date of grant, and 1/48th of the remaining balance each month thereafter for 48 months. The date of grant of these Time-Based Class A Options was September 21, 2007 and therefore, these options are fully vested as of the date of this report.

4. On May 15, 2008, the Reporting Person was granted an option to purchase 5,227 shares of Class A-8 common stock of the Issuer, which option vested over a five-year period based on the satisfaction of certain performance criteria for the years ending December 31, 2008 through December 31, 2012. The shares listed above reflect the portion of such option that vested.

5. Time-Based Class A-8 Common Stock Options vested 25% one year after date of grant, and 1/48th of the remaining balance each month thereafter for 48 months. The date of grant of these options was May 15, 2008 and therefore, these options are fully vested as of the date of this report.

6. On May 15, 2008, the Reporting Person was granted a Restricted Stock Unit ("RSU") representing the conditional right to receive 2,267.9512 Units (defined in note 2), which RSU vested over a five-year period based on the satisfaction of certain performance criteria for the years ending December 31, 2008 through December 31, 2012. The Reporting Person's vested RSUs that vested on or prior to December 31, 2008 were paid in shares upon the date that is five years after the date of grant. The Reporting Person's vested RSUs that vested after December 31, 2008, are to be paid in shares upon the first to occur of (i) a change of control, (ii) the Reporting Person's separation from service without cause, or (iii) the date that is ten years after the date of grant. The Units listed above reflect the portion of such RSU that vested after December 31, 2008 and are vested as of the date of this report.

7. Time-Based Class A-8 Common Stock Options vested 25% one year after date of grant, and 1/48th of the remaining balance each month thereafter for 48 months. The date of grant of these options was September 3, 2009 and therefore, these options are fully vested as of the date of this report.

8. On September 3, 2009, the Reporting Person was granted an option to purchase 17,425 shares of Class A-8 common stock of the Issuer, which option vested over a five-year period based on the satisfaction of certain performance criteria for the years ending December 31, 2009 through December 31, 2013. The shares listed above reflect the portion of such option that vested.

9. On June 1, 2011, the Reporting Person was granted an RSU representing the conditional right to receive 1,506.0298 Units (defined in note 2) that vested upon satisfaction of certain perf. criteria for the 18-month period beginning July 1, 2011, with 52% of the earned amount vesting at the end of the performance period ("Perf RSU Initial Vesting Date"), and the remaining 48% vesting in equal monthly installments over the 24 months following the Perf RSU Initial Vesting Date. Vested RSUs are paid in shares upon the first to occur of (i) a change of control,(ii)the Reporting Person's separation from service without cause,or (iii)the date that is 4 yrs after date of grant. If a change of control occurs before the RSUs are fully vested, any RSUs that later vest are paid upon the first to occur of clauses (ii)&(iii) above. The Units listed above reflect that all of the Units vested.

10. Each RSU represents the conditional right to receive a Unit (defined in note 2). The right to receive these shares is pursuant to a June 1, 2011 RSU grant, 28% of which vested on the first anniversary of the date of grant ("RSU Initial Vesting Date"), and the remaining 72% vests in equal monthly installments over the 36 months following the RSU Initial Vesting Date. The Reporting Person's vested RSUs are paid in shares upon the first to occur of (i) a change of control, (ii) the Reporting Person's separation from service without cause, or (iii) the date that is four years after the date of grant. If a change of control occurs before the RSUs are fully vested, any RSUs that subsequently vest are paid upon the first to occur of clauses (ii) and (iii) above.

11. On November 15, 2012, the Reporting Person was granted an RSU representing the conditional right to receive 3,078.9944 Units (defined in note 2) that vested upon the satisfaction of certain performance criteria for the period beginning January 1, 2013 and ending December 31, 2013, with 25% of the earned amount vesting on each of December 31, 2013, November 15, 2014 and November 15, 2015 and the final 25% vesting on June 1, 2016. The Reporting Person's vested RSUs are paid in shares upon the first to occur of (i) a change of control, (ii) the Reporting Person's separation from service without cause, or (iii) June 1, 2016. If a change of control occurs before the RSUs are fully vested, any RSUs that subsequently vest are paid upon the first to occur of clauses (ii) and (iii) above. The Units listed above reflect the portion of such RSU that is vested as of the date of this report.

12. Each RSU represents the conditional right to receive a Unit (defined in note 2). The right to receive these shares is pursuant to a November 15, 2012 RSU grant which vests over four years with 25% vesting on each of the first three anniversary dates of the date of grant and the final 25% vesting on June 1, 2016. The Reporting Person's vested RSUs are paid in shares upon the first to occur of (i) a change of control, (ii) the Reporting Person's separation from service without cause, or (iii) June 1, 2016. If a change of control occurs before the RSUs are fully vested, any RSUs that subsequently vest are paid upon the first to occur of clauses (ii) and (iii) above.

13. On June 1, 2013, the Reporting Person was granted an RSU representing the conditional right to receive 3,447.1350 Units (defined in note 2) that vest upon the satisfaction of certain performance criteria for the period beginning January 1, 2014 and ending December 31, 2014, with 25% of the earned amount vesting on each of December 31, 2014, June 1, 2015, June 1, 2016 and June 1, 2017. The Reporting Person's vested RSUs are paid in shares upon the first to occur of (i) a change of control, (ii) the Reporting Person's separation from service without cause, or (iii) the date that is four years after the date of grant. If a change of control occurs before the RSUs are fully vested, any RSUs that subsequently vest are paid upon the first to occur of clauses (ii) and (iii) above. The Units listed above reflect the portion of such RSU that is vested as of the date of this report.

14. Each RSU represents the conditional right to receive a Unit (defined in note 2). The right to receive these shares is pursuant to a June 1, 2013 RSU grant which vests over four years with 25% vesting on each of the first four anniversary dates of the date of grant. The Reporting Person's vested RSUs are paid in shares upon the first to occur of (i) a change of control, (ii) the Reporting Person's separation from service without cause, or (iii) the date that is four years after the date of grant. If a change of control occurs before the RSUs are fully vested, any RSUs that subsequently vest are paid upon the first to occur of clauses (ii) and (iii) above.

15. On June 1, 2014, the Reporting Person was granted an RSU representing the conditional right to receive 3,698 Units (defined in note 2) that vests up to 200% of amount granted if the value of shares on June 1, 2017 meets specified stock price thresholds and if the Reporting Person remains employed through June 1, 2017. The Reporting Person's vested RSUs are paid in shares upon the first to occur of (i) the Reporting Person's termination of employment as a result of death, (ii) the Reporting Person's separation from service without cause upon or within twelve months following a change of control or (iii) the date that is three years after the date of grant. As of the date of this report, no Units were vested.

16. Each RSU represents the conditional right to receive a Unit (defined in note 2). The right to receive these shares is pursuant to a June 1, 2014 RSU grant which vests over three years with one-third vesting on each of the first three anniversaries of the date of grant. The Reporting Person's vested RSUs are paid in shares upon the first to occur of (i) a change of control, (ii) the Reporting Person's separation from service without cause, or (iii) the date that is three years after the date of grant. If a change of control occurs before the RSUs are fully vested, any RSUs that subsequently vest are paid upon the first to occur of clauses (ii) and (iii) above.

17. Each share of Class L common stock automatically converts into one share of Class A-8 common stock, plus an additional number of shares based on the public offering price established in connection with an initial public offering of the Issuer's securities (i) immediately prior to an initial public offering of the Issuer, (ii) in connection with a realization event of the Issuer, upon the approval of the Requisite Principal Investors, or (iii) in connection with the registration, under the Securities Act of 1933, of the Class A-8 common stock, unless the Majority Principal Investors determine otherwise.

Remarks:

	Leslie S. Brush, attorney-in-fact for Patricia K. Cassidy	02/27/2015
	** 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 5 (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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