Sec Form 4 Filing - YARBROUGH STUART J @ SOLERA HOLDINGS, INC - 2016-03-03

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, 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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1. Name and Address of Reporting Person
YARBROUGH STUART J
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 _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
1301 SOLANA BLVD., BUILDING #2,, SUITE 2100
3. Date of Earliest Transaction (MM/DD/YY)
03/03/2016
(Street)
WESTLAKE, TX76262
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 03/03/2016 D 20,957 ( 1 ) ( 2 ) D $ 55.85 ( 1 ) ( 2 ) 0 D
Common Stock, par value $0.01 03/03/2016 D 16,450 ( 1 ) D $ 55.85 ( 1 ) 0 I See Footnote ( 3 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
YARBROUGH STUART J
1301 SOLANA BLVD., BUILDING #2,
SUITE 2100
WESTLAKE, TX76262
X
Signatures
/s/ Jason Brady as Attorney-in-Fact 03/07/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )20,627 shares of the Company's common stock, par value $0.01 per share ("Share") were disposed pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of September 13, 2015, by and among the Issuer, Summertime Holding Corp. ("Parent") and Summertime Acquisition Corp. in which, at the effective time of the Merger (as defined in the Merger Agreement), each Share (other than Excluded Shares (as defined in the Merger Agreement)) was cancelled and converted into the right to receive the merger consideration of $55.85 per Share.
( 2 )16,780 restricted stock units were disposed pursuant to the Merger Agreement in which, at the effective time of the Merger, any vesting conditions applicable to a restricted stock unit were accelerated and such restricted stock unit was cancelled and converted into the right to receive an amount in cash equal to the product of (i) the number of Shares subject to such restricted stock unit multiplied by (ii) the merger consideration of $55.85 per Share, subject to certain procedures with respect to any units that constitute nonqualified deferred compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended.
( 3 )Includes 16,450 shares of common stock held by the Stuart J. Yarbrough Family Trust UAD January 20, 2012. Mr. Yarbrough does not exercise any voting or investment control over the shares of common stock held by the Stuart J. Yarbrough Family Trust UAD January 20, 2012. Mr. Yarbrough disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

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* 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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