Washington, D.C. 20549

SS&C Technologies Holdings, Inc.

(CUSIP Number)

(Date of Event which Requires filing of this Statement)

     o Rule 13d-1(c)

     þ Rule 13d-1(d)

 

 

CUSIP No.		78467J100

CUSIP No.		78467J100

CUSIP No.		78467J100

CUSIP No.		78467J100

CUSIP No.		78467J100

 

ITEM 1. (a)			Name of Issuer:
			SS&C Technologies Holdings, Inc. (the “Issuer”)
	(b)		Address of Issuer’s Principal Executive Offices:

80 Lamberton Road

Windsor, CT 060952

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., and
Carlyle Partners IV, L.P.

(b)

Address of 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:

The citizenship of each of the Reporting Persons is Delaware.

(d)

Title of Class of Securities:

Common stock, par value $0.01 per share

(e)

CUSIP Number:

78467J100

ITEM 3.

Not applicable.

ITEM 4. Ownership

Ownership (a-c)

The ownership information presented herein represents beneficial ownership of common stock, par value $0.01 per share (the “Shares”) of the Issuer as of February 11, 2011.

																		Sole				Shared
																		power to				power to
										Sole				Shared				dispose or				dispose or
										power				power to				to direct				to direct
		Amount								to vote or				vote or to				the				the
		beneficially				Percent				direct the				direct the				disposition				disposition
Reporting Person		owned				of class:				vote:				vote:				of:				of:
TCG Holdings, L.L.C.			35,469,799				47.6	%			0				35,469,799				0				35,469,799
TC Group, L.L.C.			35,469,799				47.6	%			0				35,469,799				0				35,469,799
TC Group IV Managing GP, L.L.C.			35,469,799				47.6	%			0				35,469,799				0				35,469,799
TC Group IV, L.P.			35,469,799				47.6	%			0				35,469,799				0				35,469,799
Carlyle Partners IV, L.P.			34,092,897				45.8	%			0				34,092,897				0				34,092,897

     Carlyle Partners IV, L.P. and CP IV Coinvestment, L.P. are the record holders of 34,092,897 and 1,376,902 shares of 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 sole 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 sole managing member of TC Group IV Managing GP, L.L.C. TC Group IV Managing GP, L.L.C. is the sole general partner of TC Group IV, L.P. As such, 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 beneficially own the shares held by each of 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., David M. Rubenstein 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 7.		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

ITEM 8.		Identification and Classification of Members of the Group

ITEM 9.		Notice of Dissolution of Group

ITEM 10.		Certification

 

	TCG Holdings, L.L.C.
	By:	/s/ R. Rainey Hoffman as Attorney-in-Fact for David M.Rubenstein
		Name:	David M. Rubenstein
		Title:	Managing Director
	TC Group, L.L.C.
	By:	TCG Holdings, L.L.C., as its Managing Member
	By:	/s/ R. Rainey Hoffman as Attorney-in-Fact for David M.Rubenstein
		Name:	David M. Rubenstein
		Title:	Managing Director
	TC Group IV Managing GP, L.L.C.
	By:	TC Group, L.L.C., as its Managing Member
	By:	TCG Holdings, L.L.C., as its Managing Member
	By:	/s/ R. Rainey Hoffman as Attorney- in-Fact for David M. Rubenstein
		Name:	David M. Rubenstein
		Title:	Managing Director

 

	TC Group IV, L.P.
	By:	TC Group IV Managing GP, L.L.C., as its Managing Member
	By:	TC Group, L.L.C., as its Managing Member
	By:	TCG Holdings, L.L.C., as its Managing Member
	By:	/s/ R. Rainey Hoffman as Attorney-in-Fact for David M. Rubenstein
		Name:	David M. Rubenstein
		Title:	Managing Director
	Carlyle Partners IV, L.P.
	By:	TC Group IV, L.P., as its General Partner
	By:	TC Group IV Managing GP, L.L.C., as its Managing Member
	By:	TC Group, L.L.C., as its Managing Member
	By:	TCG Holdings, L.L.C., as its Managing Member
	By:	/s/ R. Rainey Hoffman asAttorney-in-Fact for David M. Rubenstein
		Name:	David M. Rubenstein
		Title:	Managing Director