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*
(Street)
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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)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/09/2006 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) 11/13/2006 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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(1) | 11/09/2006 | A | 4,031 | A | (1) | 4,031 | D | |||
Common Stock | 11/09/2006 | S | 2,558,874 | D | $41.25 | 11,604,492 | I(2)(3) | Please see footnotes 2 and 3. |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Stock Option (right to purchase) | $30.97 | 11/09/2006 | A | 12,539 | (4) | 08/19/2015 | Common Stock | 12,539 | (5) | 12,539 | D | ||||
Stock Option (right to purchase) | $40 | 11/09/2006 | A | 12,000 | (6) | 11/09/2013 | Common Stock | 12,000 | $40 | 24,539 | D |
Explanation of Responses: |
1. Received in exchange for 7,500 shares of Fidelity National Financial, Inc. ("FNF") common stock in connection with the merger of FNF with and into Fidelity National Information Services, Inc. ("FIS") (the "Merger"). On the effective date of the Merger, the closing price of FNF's common stock was $21.24 per share, and the closing price of FIS's common stock was $41.35 per share. |
2. Shares represent aggregage holdings of THL FNIS Holdings LLC, Thomas H. Lee Equity (Cayman) Fund V, L.P. ("Cayman Fund") and Thomas H. Lee Investors Limited Partnership ("Investors"). THL FNIS Holdings LLC is wholly owned by Thomas H. Lee Parallel Fund V, L.P. and Thomas H. Lee Equity Fund V, L.P. (the "Funds"). The general partner of the Funds and Cayman Fund is THL Equity Advisors V, LLC, which, in turn, is wholly owned by Thomas H. Lee Partners, L.P. The reporting person is a Managing Director of Thomas H. Lee Partners, L.P. The general partner of Investors is THL Investment Management Corp. The reporting person is a Vice President of THL Investment Management Corp. As such, the reporting person may be deemed to beneficially own the shares of the Issuer owned directly by each of the Funds, Cayman Fund and Investors. |
3. The reporting person disclaims beneficial ownership of such shares, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for the purpose of Section 16 or for any other purpose, except to the extent of its pecuniary interest therein. |
4. The option vests in three equal annual installments beginning August 19, 2006, prior to the exchange, as noted in footnote 4. |
5. Received in the Merger in exchange for a stock option to acquire 23,503 shares of FNF's common stock at $16.52 per share. |
6. The option vests in three equal annual installments beginning November 9, 2007. |
/s/ Thomas M. Hagerty | 11/15/2006 | |
** 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. |