Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
SS&C TECHNOLOGIES HOLDINGS, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
78467J100
(CUSIP Number)
December 31, 2011
(Date of Event which Requires filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13G | Page 1 of 10 |
CUSIP No. 78467J100 |
1 |
NAMES OF REPORTING PERSONS
TCG Holdings, L.L.C. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZEN OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
6 | SHARED VOTING POWER
28,469,799 | |||||
7 | SOLE DISPOSITIVE POWER
0 | |||||
8 | SHARED DISPOSITIVE POWER
28,469,799 | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,469,799 | |||||
10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
37.4% | |||||
12 |
TYPE OF REPORTING PERSON
OO (Limited Liability Company) |
SCHEDULE 13G | Page 2 of 10 |
CUSIP No. 78467J100 |
1 |
NAMES OF REPORTING PERSONS
TC Group, L.L.C. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZEN OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
6 | SHARED VOTING POWER
28,469,799 | |||||
7 | SOLE DISPOSITIVE POWER
0 | |||||
8 | SHARED DISPOSITIVE POWER
28,469,799 | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,469,799 | |||||
10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
37.4% | |||||
12 |
TYPE OF REPORTING PERSON
OO (Limited Liability Company) |
SCHEDULE 13G | Page 3 of 10 |
CUSIP No. 78467J100 |
1 |
NAMES OF REPORTING PERSONS
TC Group IV Managing GP, L.L.C. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZEN OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
6 | SHARED VOTING POWER
28,469,799 | |||||
7 | SOLE DISPOSITIVE POWER
0 | |||||
8 | SHARED DISPOSITIVE POWER
28,469,799 | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,469,799 | |||||
10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
37.4% | |||||
12 |
TYPE OF REPORTING PERSON
OO (Limited Liability Company) |
SCHEDULE 13G | Page 4 of 10 |
CUSIP No. 78467J100 |
1 |
NAMES OF REPORTING PERSONS
TC Group IV, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZEN OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
6 | SHARED VOTING POWER
28,469,799 | |||||
7 | SOLE DISPOSITIVE POWER
0 | |||||
8 | SHARED DISPOSITIVE POWER
28,469,799 | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,469,799 | |||||
10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
37.4% | |||||
12 |
TYPE OF REPORTING PERSON
PN |
SCHEDULE 13G | Page 5 of 10 |
CUSIP No. 78467J100 |
1 |
NAMES OF REPORTING PERSONS
Carlyle Partners IV, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZEN OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
6 | SHARED VOTING POWER
27,364,630 | |||||
7 | SOLE DISPOSITIVE POWER
0 | |||||
8 | SHARED DISPOSITIVE POWER
27,364,630 | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,364,630 | |||||
10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
36.0% | |||||
12 |
TYPE OF REPORTING PERSON
PN |
SCHEDULE 13G | Page 6 of 10 |
CUSIP No. 78467J100 |
1 |
NAMES OF REPORTING PERSONS
CP IV Coinvestment, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZEN OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
6 | SHARED VOTING POWER
1,105,169 | |||||
7 | SOLE DISPOSITIVE POWER
0 | |||||
8 | SHARED DISPOSITIVE POWER
1,105,169 | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,105,169 | |||||
10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.5% | |||||
12 |
TYPE OF REPORTING PERSON
PN |
SCHEDULE 13G | Page 7 of 10 |
ITEM 1. | (a) | Name of Issuer: | ||||||||||
SS&C Technologies Holdings, Inc. (the Issuer) | ||||||||||||
(b) | Address of Issuers Principal Executive Offices: | |||||||||||
80 Lamberton Road, Windsor, Connecticut 06095 |
||||||||||||
ITEM 2. | (a) | Name of Person Filing: | ||||||||||
Each of the following is hereinafter individually referred to as a Reporting Person and collectively as the Reporting Persons. This statement is filed on behalf of: | ||||||||||||
TCG Holdings, L.L.C. TC Group, L.L.C. TC Group IV Managing GP, L.L.C. TC Group IV, L.P. Carlyle Partners IV, L.P. CP IV Coinvestment, L.P. |
||||||||||||
(b) | Address or Principal Business Office: | |||||||||||
The address for each of the Reporting Persons is c/o The Carlyle Group, 1001 Pennsylvania Ave. NW, Suite 220 South, Washington, D.C. 20004-2505. | ||||||||||||
(c) | Citizenship of each Reporting Person is: | |||||||||||
Each of the reporting persons is organized in the state of Delaware. | ||||||||||||
(d) | Title of Class of Securities: | |||||||||||
Common Stock | ||||||||||||
(e) | CUSIP Number: | |||||||||||
78467J100 | ||||||||||||
ITEM 3. | ||||||||||||
Not applicable. |
SCHEDULE 13G | Page 8 of 10 |
ITEM 4. | Ownership |
Ownership (a-c)
The ownership information presented below represents beneficial ownership of common stock of the Issuer as of December 31, 2011, based upon 76,055,105 shares of the Issuers common stock outstanding as of November 11, 2011.
Reporting Person | Amount beneficially owned |
Percent of class: |
Sole power to vote or direct the vote: |
Shared power to vote or to direct the vote: |
Sole of: |
Shared power to dispose or to direct the disposition of: |
||||||||||||||||||
TCG Holdings, L.L.C. |
28,469,799 | 37.4 | % | 0 | 28,469,799 | 0 | 28,469,799 | |||||||||||||||||
TC Group, L.L.C. |
28,469,799 | 37.4 | % | 0 | 28,469,799 | 0 | 28,469,799 | |||||||||||||||||
TC Group IV Managing GP, L.L.C. |
28,469,799 | 37.4 | % | 0 | 28,469,799 | 0 | 28,469,799 | |||||||||||||||||
TC Group IV, L.P. |
28,469,799 | 37.4 | % | 0 | 28,469,799 | 0 | 28,469,799 | |||||||||||||||||
Carlyle Partners IV, L.P. |
27,364,630 | 36.0 | % | 0 | 27,364,630 | 0 | 27,364,630 | |||||||||||||||||
CP IV Coinvestment, L.P. |
1,105,169 | 1.5 | % | 0 | 1,105,169 | 0 | 1,105,169 |
Carlyle Partners IV, L.P. and CP IV Coinvestment, L.P. are the record holders of 27,364,630 and 1,105,169 shares of the Issuers common stock, respectively. TCG Holdings, L.L.C. exercises investment discretion and control over the shares held by each of Carlyle Partners IV, L.P. and CP IV Coinvestment, L.P. through its indirect subsidiary, TC Group IV, L.P., which is the general partner of each of Carlyle Partners IV, L.P. and CP IV Coinvestment, L.P. TCG Holdings, L.L.C. is the managing member of TC Group, L.L.C. TC Group, L.L.C. is the managing member of TC Group IV Managing GP, L.L.C. TC Group IV Managing GP, L.L.C. is the general partner of TC Group IV, L.P. By virtue of these relationships, each of TCG Holdings, L.L.C., TC Group, L.L.C., TC Group IV Managing GP, L.L.C. and TC Group IV, L.P. may be deemed to share voting and dispositive power with respect to the shares of common stock held by Carlyle Partners IV, L.P. and CP IV Coinvestment, L.P.
TCG Holdings L.L.C. is managed by a three person managing board, and all board action relating to the voting or disposition of these shares requires approval of a majority of the Board. William E. Conway, Jr., Daniel A. DAniello and David M. Rubenstein, as the members of the TCG Holdings, L.L.C. managing board, may be deemed to share beneficial ownership of the shares beneficially owned by TCG Holdings, L.L.C. Such persons disclaim such beneficial ownership.
ITEM 5. | Ownership of Five Percent or Less of a Class | |||||||||
Not applicable. | ||||||||||
ITEM 6. | Ownership of More than Five Percent on Behalf of Another Person | |||||||||
Not applicable. | ||||||||||
ITEM 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company | |||||||||
Not applicable | ||||||||||
ITEM 8. | Identification and Classification of Members of the Group | |||||||||
Not applicable. | ||||||||||
ITEM 9. | Notice of Dissolution of Group | |||||||||
Not applicable. | ||||||||||
ITEM 10. | Certification | |||||||||
Not applicable. |
SCHEDULE 13G | Page 9 of 10 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 14, 2012
TCG Holdings, L.L.C. |
by: /s/ Jeremy W. Anderson, attorney-in-fact |
Name: David M. Rubenstein |
Title: Managing Director |
TC GROUP, L.L.C. |
by: TCG Holdings, L.L.C., its Managing Member |
by: /s/ Jeremy W. Anderson, attorney-in-fact |
Name: David M. Rubenstein |
Title: Managing Director |
TC GROUP IV MANAGING GP, L.L.C. |
by: TC Group, L.L.C., its Managing Member |
by: TCG Holdings, L.L.C., its Managing Member |
by: /s/ Jeremy W. Anderson, attorney-in-fact |
Name: David M. Rubenstein |
Title: Managing Director |
TC GROUP IV, L.P. |
by: TC Group IV Managing GP, L.L.C., its General Partner |
by: TC Group, L.L.C., its Managing Member |
by: TCG Holdings, L.L.C., its Managing Member |
by: /s/ Jeremy W. Anderson, attorney-in-fact |
Name: David M. Rubenstein |
Title: Managing Director |
SCHEDULE 13G | Page 10 of 10 |
CARLYLE PARTNERS IV, L.P. |
by: TC Group IV, L.P., its General Partner |
by: TC Group IV Managing GP, L.L.C., its General Partner |
by: TC Group, L.L.C., its Managing Member |
by: TCG Holdings, L.L.C., its Managing Member |
by: /s/ Jeremy W. Anderson, attorney-in-fact |
Name: David M. Rubenstein |
Title: Managing Director |
CP IV COINVESTMENT, L.P. |
by: TC Group IV, L.P., its General Partner |
by: TC Group IV Managing GP, L.L.C., its General Partner |
by: TC Group, L.L.C., its Managing Member |
by: TCG Holdings, L.L.C., its Managing Member |
by: /s/ Jeremy W. Anderson, attorney-in-fact |
Name: David M. Rubenstein |
Title: Managing Director |
LIST OF EXHIBITS
Exhibit |
Description | |
24 | Power of Attorney | |
99 | Joint Filing Agreement |