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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option | $ 21.9125 | 04/16/2018 | D | 80,000 (3) | 02/14/2011 | 12/14/2019 | Common Stock | 80,000 | $ 62.0875 | 0 | D | ||||
Stock Option | $ 23.755 | 04/16/2018 | D | 77,280 (4) | 12/01/2014 | 12/01/2021 | Common Stock | 77,280 | $ 60.245 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Hooley Stephen C 333 WEST 11TH STREET KANSAS CITY, MO 64105 |
Chairman, CEO & President |
Stephen C. Hooley | 04/18/2018 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Consists of accelerated vesting of PSUs pursuant to the terms of that certain Separation Agreement dated as of February 26, 2018 among Mr. Hooley, the Company and SS&C. |
(2) | Consists of shares of common stock, vested RSUs and vested PSUs that were cancelled in exchange for $84.00 per share pursuant to the terms of an Agreement and Plan of Merger (the Merger Agreement) dated as of January 11, 2018 among DST Systems, Inc. (the Company), SS&C Technologies Holdings, Inc. (SS&C) and Diamond Merger Sub, Inc. (Merger Sub), pursuant to which Merger Subs will merge (the Merger) with and into the Company, whereupon the existence of Merger Sub will cease and the Company will become the surviving corporation and an indirect wholly owned subsidiary of SS&C and the terms of the Separation Agreement. The Merger became effective on April 16, 2018 (the Effective Time). |
(3) | These performance based options were granted by the Committee on December 14, 2009, and the Committee certified goal achievement on February 24, 2011. These options were canceled in the Merger in exchange for a cash payment of $4,967,000.00, representing the difference between the exercise price of the option ($21.9125 per share) and the merger consideration ($84.00 per share). |
(4) | This option, which provided for vesting in three equal annual installments beginning December 1, 2012, was canceled in the Merger in exchange for a cash payment of $4,655,733.60, representing the difference between the exercise price of the option ($23.7550 per share) and the merger consideration ($84.00 per share). |