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SEC FORM 4 SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Neary James

(Last)

(First)

(Middle)

601 RIVERSIDE AVENUE

(Street)

JACKSONVILLE

32204

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Fidelity National Information Services, Inc. [ FIS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/05/2009

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/05/2009		A		2,500⁽¹⁾	A	$0	8,881	D
Common Stock								40,208,769	I	See Footnote⁽²⁾

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 (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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$22.55	11/05/2009		A		15,800		⁽³⁾	11/05/2016	Common Stock	15,800	$0	15,800	D

Explanation of Responses:

1. Shares of restricted stock granted pursuant to the Metavante Technologies, Inc. 2007 Equity Incentive Plan. Subject to the additional requirements of the next sentence, one-third of the aggregate number of shares of restricted stock granted vest on each of the first three anniversaries of the date of grant. In addition, the vesting of the restricted stock is subject to the Company achieving $280 million in synergy cost savings on or before December 15, 2011.

2. See Exhibit 99 -- Explanation of Responses.

3. This option was granted pursuant to the Metavante Technologies, Inc, 2007 Equity Incentive Plan and vests in three equal annual installments beginning on November 5, 2010.

Remarks:

	/s/ Stacey A. Lombardi, as Attorney-in-Fact	11/09/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

		LIMITED POWER OF ATTORNEY FOR SEC REPORTING OBLIGATIONS

	KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby
 makes, constitutes and appoints Ronald D. Cook, Charles H. Keller, Stacey
 A. Lombardi and Andrea Gerhart as the undersigned's true and lawful
 attorneys-in-fact, with full power and authority as hereinafter described
 on behalf of and in the name, place and stead of the undersigned to:

	(1)	prepare, execute, acknowledge, deliver and file a Form ID
 (including any amendments or authentications thereto) with respect to
obtaining EDGAR codes, with the U.S. Securities and Exchange Commission;

	(2)	prepare, execute, acknowledge, deliver and file Forms 3,
 4 and 5 (including any amendments thereto) with respect to the securities
 of Fidelity National Information Services, Inc., a Georgia corporation
 (the "Company"), with the U.S. Securities and Exchange Commission,
 any national securities exchanges and the Company, as considered
 necessary or advisable under Section 16(a) of the Securities Exchange
 Act of 1934 and the rules and regulations promulgated thereunder, as
 amended from time to time (the "Exchange Act");

	(3)	seek or obtain, as the undersigned's representative
 and on the undersigned's behalf, information on transactions in the
 Company's securities from any third party, including brokers, employee
 benefit plan administrators and trustees, and the undersigned hereby
 authorizes any such person to release any such information to the
 undersigned and approves and ratifies any such release of information;
 and

	(4)	perform any and all other acts which in the discretion
 of such attorneys-in-fact are necessary or desirable for and on behalf
 of the undersigned in connection with the foregoing.

	The undersigned acknowledges that:

	(1)	this Power of Attorney authorizes, but does not require,
 such attorneys-in-fact to act in their discretion on information provided
 to such attorneys-in-fact without independent verification of such
 information;

	(2)	any documents prepared and/or executed by such
 attorneys-in-fact on behalf of the undersigned pursuant to this Power of
 Attorney will be in such form and will contain such information and
 disclosure as such attorney-in-fact, in his or her discretion, deems
 necessary or desirable;

	(3)	neither the Company nor such attorneys-in-fact assumes
 (i) any liability for the undersigned's responsibility to comply with
 the requirements of the Exchange Act, (ii) any liability of the undersigned
 for any failure to comply with such requirements, or (iii) any obligation
 or liability of the undersigned for profit disgorgement under Section 16(b)
 of the Exchange Act; and

	(4)	this Power of Attorney does not relieve the undersigned from
 responsibility for compliance with the undersigned's obligations under the
 Exchange Act, including without limitation the reporting requirements under
 Section 16 of the Exchange Act.

	The undersigned hereby gives and grants the foregoing
 attorneys-in-fact full power and authority to do and perform all and every
 act and thing whatsoever requisite, necessary or appropriate to be done in
 and about the foregoing matters as fully to all intents and purposes as the
 undersigned might or could do if present, with full power of substitution
 and revocation, hereby ratifying all that such attorney-in-fact, or such
 attorney-in-fact's substitute or substitutes, of, for and on behalf of the
 undersigned, shall lawfully do or cause to be done by virtue of this Power
 of Attorney.

	This Power of Attorney shall remain in full force and effect until
 revoked by the undersigned in a signed writing delivered to such
 attorneys-in-fact.

	IN WITNESS WHEREOF, the undersigned has caused this Power of
 Attorney to be executed as of this 25th day of September, 2009.




						/s/ James Neary
						James Neary

EXHIBIT 99
Explanation of Responses
?
As of the date of this filing, WPM, L.P. (?WPM?) is the direct record holder of
40,208,769 shares of common stock of Fidelity National Information
Services, Inc. ("FIS"). Such shares were acquired on October 1, 2009 pursuant
to the consummation of the merger (the ?Merger?) of Metavante Technologies,
Inc. (?Metavante?) with and into Cars Holdings, LLC (?Merger Sub?),
a wholly owned subsidiary of FIS pursuant to an Agreement and Plan of
Merger, dated as of March 31, 2009, by and among FIS, Merger Sub and
Metavante (the ?Merger Agreement?), in exchange for
29,784,274 shares of Metavante common stock owned by WPM
immediately prior to the effective time of the Merger. Pursuant to
the Merger Agreement, Metavante shareholders received 1.35 shares
of FIS common stock in exchange for each share of Metavante common
stock they owned on the effective date of the Merger and a de
minimis amount of cash in lieu of receiving any fractional shares.
?
WPM GP, LLC, a Delaware limited liability company (?WPM GP?), is the
sole general partner of WPM. Warburg Pincus Private Equity IX, L.P., a Delaware
limited partnership (?WP IX?), is the sole member of WPM GP. Warburg
Pincus IX LLC, a New York limited liability company (?WP IX LLC?), is the
sole general partner of WP IX. Warburg Pincus Partners, LLC, a New York
limited liability company (?WP Partners?), is the sole member of WP IX LLC.
Warburg Pincus & Co., a New York general partnership (?WP?), is the
managing member of WP Partners. Warburg Pincus LLC, a New York
limited liability company (?WP LLC?), manages WP IX. Messrs. Charles
R. Kaye and Joseph P. Landy are each Managing General Partners of WP
and Co-Presidents and Managing Members of WP LLC. By reason of
the provisions of Rule 16a-1 of the Securities Exchange Act of 1934,
as amended (the ?Exchange Act?), each of WPM GP, WP IX,
WP IX LLC, WP Partners, WP, WP LLC, and Messrs. Kaye
and Landy may be deemed to be the beneficial owners of any
securities that may be deemed to be beneficially owned by WPM.
Each of WPM GP, WP IX, WP IX LLC, WP Partners, WP,
WP LLC, and Messrs. Kaye and Landy disclaim beneficial
 ownership of all shares of FIS common stock except to the extent of any
indirect pecuniary interest therein.
?
James Neary, the reporting person, who became a director of FIS on
October 1, 2009 upon the consummation of Merger, is a general partner of
WP and a managing director and member of WP LLC. As such, Mr. Neary may
be deemed to have an indirect pecuniary interest (within the meaning of Rule
16a-1 under the Exchange Act) in an indeterminate portion of the
securities reported as beneficially owned by WPM. Mr. Neary
disclaims beneficial ownership of such securities except to the extent of
any indirect pecuniary interest therein.