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*
CANFIELD PHILIP A
(Last) (First) (Middle)
C/O GTCR GOLDER RAUNER, L.L.C.
SEARS TOWER #6100
(Street)
CHICAGO IL 60606
(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)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/21/2008
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)
Code V Amount (A) or (D) Price
Common Stock, par value $0.01 02/21/2008 S 1,439,662 D $22.91 7,427,177 I See Footnote(1)(2)
Common Stock, par value $0.01 02/21/2008 S 252,654 D $22.91 1,303,435 I See Footnote(2)(3)
Common Stock, par value $0.01 02/21/2008 S 7,684 D $22.91 39,641 I See Footnote(2)(4)
Common Stock, par value $0.01 05/19/2008 J(5) 2,964,010 D $0 4,463,167 I See Footnote(1)(2)
Common Stock, par value $0.01 05/19/2008 J(6) 520,170 D $0 783,265 I See Footnote(2)(3)
Common Stock, par value $0.01 05/19/2008 J(7) 15,820 D $0 23,821 I See Footnote(2)(4)
Common Stock, par value $0.01 05/19/2008 J(8) 68,288 A $0 68,288 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. GTCR Fund VIII, L.P., a limited partnership ("Fund VIII"), is the direct beneficial owner of the shares reported in this row of Table I. GTCR Partners VIII, L.P., a limited partnership ("GTCR Partners"), is the general partner of Fund VIII, and GTCR Golder Rauner II, L.L.C. ("GTCR") is the general partner of GTCR Partners. As such, GTCR Partners and GTCR may be deemed to be beneficial owners of such securities. GTCR is managed by its members. The reporting person is a member of GTCR and a limited partner of GTCR Partners and may be deemed to have an indirect pecuniary interest in the Issuer's Common Stock owned by Fund VIII to the extent of the Reporting Person's indirect proportionate partnership interest in Fund VIII.
2. The Reporting Person expressly disclaims beneficial ownership of the shares reported in this row of Table I, except to the extent of any pecuniary interest therein. The filing of this form shall not be deemed an admission that the Reporting Person is, for Section 16 purposes or otherwise, the beneficial owner of such shares.
3. GTCR Fund VIII/B, L.P., a limited partnership ("Fund VIII/B"), is the direct beneficial owner of the shares reported in this row of Table I. GTCR Partners, is the general partner of Fund VIII/B, and GTCR is the general partner of GTCR Partners. As such, GTCR Partners and GTCR may be deemed to be beneficial owners of such securities. GTCR is managed by its members. The Reporting Person is a member of GTCR and a limited partner of GTCR Partners and may be deemed to have an indirect pecuniary interest in the Issuer's Common Stock owned by Fund VIII/B to the extent of the Reporting Person's indirect proportionate partnership interest in Fund VIII.
4. GTCR Co-Invest II, L.P., a limited partnership ("Co-Invest") is the direct beneficial owner of the shares reported in this row of Table I. GTCR is the general partner of Co-Invest. As such, GTCR may be deemed to be a beneficial owner of such securities. GTCR is managed by its members. The Reporting Person is a member of GTCR may be deemed to have an indirect pecuniary interest in the Issuer's Common Stock owned by Co-Invest to the extent of the Reporting Person's direct and indirect proportionate partnership interest in Co-Invest.
5. Effective as of the Transaction Date, Fund VIII distributed 2,423,741 shares of the Common Stock of the Issuer to its limited partners and 540,269 shares of the Common Stock of the Issuer to its general partner, GTCR Partners. GTCR Partners distributed 539,591 of such shares to its limited partners, including 57,952 shares of the Common Stock of the Issuer to the Reporting Person, and 678 of such shares to is general partner, GTCR. GTCR distributed all such 678 shares of the Common Stock of the Issuer to its members, including 95 shares of the Common Stock of the Issuer to the Reporting Person.
6. Effective as of the Transaction Date, Fund VIII/B distributed 425,392 shares of the Common Stock of the Issuer to its limited partners and 94,778 shares of the Common Stock of the Issuer to its general partner, GTCR Partners. GTCR Partners distributed 94,659 of such shares to its limited partners, including 10,171 shares of the Common Stock of the Issuer to the Reporting Person, and 119 of such shares to is general partner, GTCR. GTCR distributed all such 119 shares of the Common Stock of the Issuer to its members, including 17 shares of the Common Stock of the Issuer to the Reporting Person.
7. Effective as of the Transaction Date, Co-Invest distributed 15,441 shares of the Common Stock of the Issuer to its limited partners and 379 shares of the Common Stock of the Issuer to its general partner, GTCR. GTCR distributed all such 379 shares of the Common Stock of the Issuer to its members, including 53 shares of the Common Stock of the Issuer to the Reporting Person.
8. Includes distributions of 95, 17 and 53 shares of the Common Stock of the Issuer from GTCR, of which the Reporting Person is a member, and distributions of 57,592 and 10,171 shares of the Common Stock of the Issuer from GTCR Partners, of which the Reporting Person is a limited partner, in each case as further described in Footnotes 6, 7 and 8 above.
/s/ Steve Toth, by power of attorney 05/20/2008
** 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).
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