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 |
|
|||||||||||||||
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*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
ADVENT SOFTWARE INC /DE/ [ ADVS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 08/12/2013 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
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 | ||||||
Common Stock | 08/12/2013 | M | 120,000 | A | $7.84 | 8,318,921 | I(1)(2)(3)(4)(5) | See footnotes | ||
Common Stock | 08/13/2013 | S | 7,261,844 | D | $25.785 | 1,084,670 | I(1)(2)(3)(4)(5) | See footnotes |
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 | ||||||||
Non-Qualified Stock Option (right to buy) | $7.84 | 08/12/2013 | M | 24,000 | 06/07/2006 | 06/07/2015 | Common Stock | 24,000 | $0 | 96,000 | I | See Footnotes | |||
Non-Qualified Stock Option (right to buy) | $7.84 | 08/12/2013 | M | 12,000 | 12/01/2005 | 12/01/2014 | Common Stock | 12,000 | $0 | 84,000 | I | See Footnotes | |||
Non-Qualified Stock Option (right to buy) | $7.84 | 08/12/2013 | M | 24,000 | 05/17/2007 | 05/17/2016 | Common Stock | 24,000 | $0 | 60,000 | I | See Footnotes | |||
Non-Qualified Stock Option (right to buy) | $7.84 | 08/12/2013 | M | 60,000 | 11/03/2004 | 11/03/2013 | Common Stock | 60,000 | $0 | 0 | I | See Footnotes |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
|
Explanation of Responses: |
1. The entities and individuals directly selling the shares reported on this form are SPO Partners II, L.P. ("SPO Partners"), which sold 6,530,806 shares, San Francisco Partners, L.P. ("SF Partners"), which sold 583,445 shares and Phoebe Snow Foundation ("PSF"), which sold 27,593 shares. Additionally, 120,000 options held by John H. Scully ("JHS") were exercised and sold as a part of this transaction. The price for the sales on 8/13/13, reported in Table I above, was $25.785. |
2. Due to the sales causing this filing, 995,715 shares are owned directly by SPO Partners, and may be deemed to be indirectly beneficially owned by (i) SPO Advisory Partners, L.P. ("SPO Advisory"), the sole general partner of SPO Partners, (ii) SPO Advisory Corp. ("SPO Corp."), the sole general partner of SPO Advisory, and (iii) JHS, Edward H. McDermott ("EHM") and Eli J. Weinberg ("EJW"), the three controlling persons of SPO Corp. 88,955 shares are owned directly by SF Partners, and may be deemed to be indirectly beneficially owned by (i)SF Advisory Partners, L.P. ("SF Advisory"), the sole general partner of SF Partners, (ii) SPO Corp. the sole general partner of SF Advisory and (iii) JHS, EHM and EJW, the three controlling persons of SPO Corp. Additionally, Phoebe Snow Foundation ("PSF") owns 4,207 shares. |
3. Additionally, JHS owns 400 shares in his IRAs, which are self-directed, and EJW, owns 340 shares in his individual account, which is self-directed. |
4. The 120,000 options exercised as a part of this transaction were granted to JHS as a director of the company under the 2002 Stock Plan. Pursuant to the partnership agreement governing SPO Partners, total options owned by JHS may be deemed to be indirecly beneficially owned by SPO Partners, along with any profits arising from the exercise of the options or the benefits of these options once they are vested. JHS, EHM and EJW are the three controlling persons of SPO Corp, the sole general partner of SPO Advisory, which is the sole general partner of SPO Partners. Each of the reporting owners disclaims beneficial ownership of the reported securities except to the extent of such person's pecuniary interest, if any, therein. |
5. On August 13, 2013 SPO Partners, SF Partners, PSF and JHS (the "Selling Stockholders") entered into an Underwriting Agreement (the "Underwriting Agreement") with the Issuer and J.P. Morgan Securities LLC and Merrill Lynch, Fenner & Smith Incorporated, as representatives of the several underwriters (the "Underwriters"), in connection with a secondary public offering of Shares as discussed in the porspectus filed with the SEC on August 8, 2013. Pursuant to the Underwriting Agreement, the Selling Stockholders agreed to sell an aggregate of 7,261,844 Shares to the Underwriters, as reported in Table I above. Under the Underwriting Agreement, the Selling Stockholders also granted the Underwriters a 30-day option beginning on August 13, 2013 to purchase up to 1,089,277 additional Shares from the Selling Stockholders. |
Remarks: |
The individuals listed in Notes (1),(2),(3) and (4) above (each a "Reporting Person") may be deemed to form a "group", as such term is defined in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934, for purposes of this filing. JHS is the Chairman of the Board of Directors of the issuer. This filing shall not be deemed as an admission by any Reporting Person that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any equity securities covered by this statement. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of such person's pecuniary interest, if any, therein. |
Kim M. Silva, Attorney in fact | 08/13/2013 | |
** 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. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |