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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
SOLERA HOLDINGS, INC [ SLH ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/15/2008 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 07/16/2008 | S | 15,000 | D | $28.9641(1) | 749,135(2) | D | |||
Common Stock, par value $0.01 | 50,000 | I(3) | Ian Z. Pearlstein 2001 Trust | |||||||
Common Stock, par value $0.01 | 50,000 | I(4) | Ivanna V. Pearlstein 2001 Trust |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Employee Stock Option (right to buy) | $27.66 | (5) | 05/01/2018 | Common Stock, par value $0.01 | 73,000 | 73,000 | D |
Explanation of Responses: |
1. Represents the weighted average sale price per share for 59 open market sales executed by the Reporting Person's broker on the transaction date pursuant to a 10b5-1 plan entered into between the Reporting Person and the Reporting Person's broker. The per share prices in such sales ranged from $28.32 to $29.45. |
2. Includes 8,100 restricted stock units held by the Reporting Person, which are subject to vesting. Upon vesting, 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. 2,025 of the restricted stock units will vest on March 31, 2009, and an additional 506 restricted stock units will vest on each June 30, September 30, December 31 and March 31 thereafter until all such 8,100 restricted stock units have fully vested. |
3. The beneficiary of the Ian Z. Pearlstein 2001 Trust is Ian Z. Pearlstein, minor child of the Reporting Person. The Reporting Person does not exercise any voting or investment control of the shares of common stock held by the Ian Z. Pearlstein 2001 Trust. The Reporting Person disclaims ownership of the shares held by the Ian Z. Pearlstein 2001 Trust. |
4. The beneficiary of the Ivanna V. Pearlstein 2001 Trust is Ivanna V. Pearlstein, minor child of the Reporting Person. The Reporting Person does not exercise any voting or investment control of the shares of common stock held by the Ivanna V. Pearlstein 2001 Trust. The Reporting Person disclaims ownership of the shares held by the Ivanna V. Pearlstein 2001 Trust. |
5. 25% of the Reporting Person's employee stock options will vest on March 31, 2009 and an additional 6.25% of the employee stock options will vest on each June 30, September 30, December 31 and March 31 thereafter until the Option is fully vested. |
/s/ Steve Toth, by power of attorney | 07/17/2008 | |
** 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). | ||
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. |