SEC FORM 4/A 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*
Hayford Michael D

(Last) (First) (Middle)
601 RIVERSIDE AVENUE

(Street)
JACKSONVILLE FL 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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Corporate Executive VP & CFO
3. Date of Earliest Transaction (Month/Day/Year)
10/01/2009
4. If Amendment, Date of Original Filed (Month/Day/Year)
10/05/2009
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)
Code V Amount (A) or (D) Price
Common Stock 10/01/2009 A 90,341 A $0(1) 90,341 D
Common Stock 10/01/2009 A 30,375 A $0(2) 120,716 D
Common Stock 10/01/2009 A 1,658 A $0(3) 1,658 I By Retirement Program
Common Stock 10/01/2009 A 12,388 A $0(4) 12,388 I By Jt. Trust
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $14.62 10/01/2009 A 71,436(5) 10/27/2006 10/27/2013 Common Stock 71,436 $0(5) 71,436 D
Employee Stock Option (right to buy) $17.63 10/01/2009 A 80,366(6) 10/27/2007 10/27/2014 Common Stock 80,366 $0(6) 80,366 D
Employee Stock Option (right to buy) $17.99 10/01/2009 A 80,366(7) 10/28/2008 10/28/2015 Common Stock 80,366 $0(7) 80,366 D
Employee Stock Option (right to buy) $20.2 10/01/2009 A 89,295(8) 10/01/2009(9) 10/30/2016 Common Stock 89,295 $0(8) 89,295 D
Employee Stock Option (right to buy) $17.29 10/01/2009 A 776,250(10) (11) 11/12/2017 Common Stock 776,250 $0(10) 776,250 D
Employee Stock Option (right to buy) $10.4 10/01/2009 A 121,500(12) (13) 11/21/2018 Common Stock 121,500 $0(12) 121,500 D
Stock Option (right to purchase) $23.99 10/02/2009 A 750,000 (14) 10/02/2016 Common Stock 750,000 $0(14) 750,000 D
Explanation of Responses:
1. These shares were acquired on October 1, 2009 (the "Effective Date"), pursuant to the Agreement and Plan of Merger, dated as of March 31, 2009, by and among Fidelity National Information Services, Inc. ("FIS"), Cars Holdings, LLC ("Merger Sub") and Metavante Technologies, Inc. ("Metavante") (the "Merger Agreement"), in exchange for 66,920.065 shares of Metavante common stock. On the Effective Date of the Merger (as defined below), the closing price on the New York Stock Exchange ("NYSE") of Metavante common stock was $33.70 per share and the closing price of FIS common stock was $24.85 per share.
2. These shares of FIS restricted stock were received in the Merger in exchange for 22,500 Metavante performance shares, each of which was payable in Metavante common stock and had a market value of $33.70 per share based on the closing price of Metavante common stock on the NYSE on the Effective Date of the Merger.
3. These shares were received in the Merger in exchange for 1,228.22 shares of Metavante common stock. On the Effective Date of the Merger, the closing price on the NYSE of Metavante common stock was $33.70 per share and the closing price of FIS common stock was $24.85 per share.
4. These shares were received in the Merger in exchange for 9,177 shares of Metavante common stock. On the Effective Date of the Merger, the closing price on the NYSE of Metavante common stock was $33.70 per share and the closing price of FIS common stock was $24.85 per share.
5. This option was received in the Merger in exchange for an option to purchase 52,916 shares of Metavante common stock for $19.73 per share.
6. This option was received in the Merger in exchange for an option to purchase 59,531 shares of Metavante common stock for $23.79 per share.
7. This option was received in the Merger in exchange for an option to purchase 59,531 shares of Metavante common stock for $24.28 per share.
8. This option was received in the Merger in exchange for an option to purchase 66,145 shares of Metavante common stock for $27.26 per share.
9. This option became fully vested on October 1, 2009, in connection with the merger
10. This option was received in the Merger in exchange for an option to purchase 575,000 shares of Metavante common stock for $23.332 per share.
11. The option vests in four equal annual installments beginning November 12, 2007.
12. This option was received in the Merger in exchange for an option to purchase 90,000 shares of Metavante common stock for $14.03 per share.
13. The option vests in four equal annual installments beginning November 21, 2009.
14. Option granted pursuant to the Amended and Restated Metavante 2007 Equity Incentive Plan. The option vests in three equal annual installments beginning October 1, 2010.
Remarks:
On October 1, 2009, Metavante and FIS closed their previously announced transaction whereby Metavante was merged with and into Merger Sub, a wholly-owned subsidiary of FIS (the "Merger"). The separate corporate existence of Metavante ceased upon consummation 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. Shareholders were paid cash in lieu of receiving any fractional shares of FIS common stock.
/s/ Stacey A. Lombardi, as Attorney-in-Fact 10/14/2009
** Signature of Reporting Person Date
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