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Filing Details

Accession Number:: 0001181431-10-039324
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2010-07-30 13:00:00
Reporting Period:: 2010-07-29

Filing Date:: 2010-07-30
Accepted Time:: 2010-07-30 17:11:10
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
768262	Sybase Inc	SY	Services-Prepackaged Software (7372)	942951005

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1000184	Ag Sap	Dietmar-Hopp-Allee 16 D69190 Walldorf 2M		No	No	Yes	No
1319085	Sap America, Inc.	3999 West Chester Pike Newtown Square PA 19073		No	No	Yes	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2010-07-29	58,282,484	$65.00	139,212,201	No	4	P	Direct
Common Stock	Acquisiton	2010-07-29	7,047,261	$65.00	100	No	4	J	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Direct
No	4	J	Direct

Footnotes

This form is a joint filing by SAP AG, SAP America, Inc, a wholly owned subsidiary of SAP AG ("SAP America"), and Sheffield Acquisition Corp., an indirectly wholly-owned subsidiary of SAG AG (the "Purchaser").
This Form 4 relates to shares of common stock, par value $0.001 per share (the "Common Stock"), including the associated rights to purchase shares of Series A Participating Preferred Stock issued pursuant to the Preferred Stock Rights Agreement, dated as of July 31, 2002, as amended, by and between Sybase, Inc., a Delaware corporation ("Sybase"), and American Stock Transfer and Trust Company (together with the Common Stock, the "Shares"), of Sybase.
Reflects Shares of Sybase that were acquired by the Purchaser upon the exercise of the "top-up option" described in the Tender Offer Statement on Schedule TO, as amended or supplemented, initially filed with the Securities and Exchange Commission on May 26, 2010 by SAP AG, SAP America and the Purchaser (the "Schedule TO").
Amount includes 7,354,298 Shares tendered through guaranteed delivery procedures. Following the exercise of the "top-up option", Sybase was merged with and into the Purchaser with Sybase surviving the merger as a wholly-owned subsidiary of SAP America pursuant to a "short-form merger" under Delaware law as described in the Schedule TO (the "Merger"). At the effective time of the Merger, these Shares were cancelled and ceased to exist.
Reflects all of the outstanding shares of Sybase not tendered in the offer, which may be deemed to have been acquired by SAP AG, SAP America and the Purchaser pursuant to the consummation of the Merger. At the effective time of the Merger, these Shares were cancelled and ceased to exist.
Prior to the Merger, SAP America held 100 shares of the common stock, no par value per share, of the Purchaser (the "Purchaser Shares"), which represented all of the issued and outstanding capital stock of the Purchaser. At the effective time of the Merger, each Purchaser Share was converted into one share of common stock of Sybase, as the surviving corporation of the Merger, and as a result SAP America acquired 100% of the equity interest of Sybase.