| 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) 12/20/2010 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
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, par value $0.01 | 12/20/2010 | A(1) | 149,767 | A | $0.01(2) | 40,953,968 | D(3)(4) | |||
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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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. See Exhibit 99.1 |
| 2. See Exhibit 99.1 |
| 3. See Exhibit 99.1 |
| 4. See Exhibit 99.1 |
| Remarks: |
| Exhibit List: Exhibit 99.1 - Explanation of Responses Exhibit 99.2 - Joint Filers' Names and Addresses Exhibit 99.3 - Joint Filers' Signatures Solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each of WPM, L.P., WPM GP, LLC, Warburg Pincus Private Equity IX, L.P., Warburg Pincus IX LLC, Warburg Pincus Partners, LLC and Warburg Pincus & Co. are directors-by-deputization by virtue of their contractual right to designate a representative to serve on the board of directors of Fidelity National Information Services, Inc. ("FIS"). James Neary is the board designee and became a director of FIS on October 1, 2009. Mr. Neary is a Partner of Warburg Pincus & Co., and a Member and Managing Director of Warburg Pincus LLC. |
| WPM, L.P., By: WPM GP, LLC, its general partner, By: /s/ Scott A. Arenare, Managing Director and Secretary | 12/21/2010 | |
| ** 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. | ||
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Designated Filer:
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WPM, L.P.
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Issuer & Ticker Symbol:
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Fidelity National Information Services, Inc. (FIS)
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Date of Event Requiring Statement: December 20, 2010
Exhibit 99.1
Explanation of Responses
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(1)
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The shares of common stock (the “Common Stock”) of Fidelity National Information Services, Inc. (“FIS”) were acquired pursuant to a stock purchase right granted to WPM, L.P., a Delaware limited partnership (“WPM”), pursuant to a Stock Purchase Right Agreement (the “Agreement”), dated as of March 31, 2009, by and among FIS, WPM and Metavante Technologies, Inc. The Agreement was included as Exhibit 2 to the Schedule 13D, filed by the Reporting Persons (defined below) on October 9, 2009 with the Securities and Exchange Commission.
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(2)
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Pursuant to the terms of the Agreement, the 149,767 shares of Common Stock were acquired for an average price of $0.01 per share.
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(3)
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This Form 4 is being filed on behalf of WPM, WPM GP, LLC, a Delaware limited liability company ("WPM GP"), Warburg Pincus Private Equity IX, L.P., a Delaware limited partnership ("WP IX"), Warburg Pincus IX LLC, a New York limited liability company ("WP IX LLC"), Warburg Pincus Partners, LLC, a New York limited liability company ("WP Partners"), Warburg Pincus & Co., a New York general partnership ("WP"), Warburg Pincus LLC, a New York limited liability company ("WP LLC"), and Messrs. Charles R. Kaye and Joseph P. Landy (collectively, the "Reporting Persons").
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(4)
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WPM GP, the sole general partner of WPM, is a wholly-owned subsidiary of WP IX. WP IX LLC is the sole general partner of WP IX. WP Partners is the sole member of WP IX LLC. WP is the managing member of WP Partners. WP LLC manages WP IX. Charles R. Kaye and Joseph P. Landy are each Managing General Partners of WP and Co-Presidents and Managing Members of WP LLC and may be deemed to control the Reporting Persons. Each of WPM GP, WP IX, WP IX LLC, WP Partners, WP, WP LLC, Mr. Kaye and Mr. Landy all disclaim beneficial ownership of all shares of the FIS common stock except to the extent of any indirect pecuniary interest therein.
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Designated Filer:
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WPM, L.P.
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Issuer & Ticker Symbol:
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Fidelity National Information Services, Inc. (FIS)
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Date of Event Requiring Statement: December 20, 2010
Exhibit 99.2
JOINT FILERS’ NAMES AND ADDRESSES
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1.
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Name: WPM GP, LLC
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Address: c/o Warburg Pincus LLC
450 Lexington Avenue
New York, NY 10017
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2.
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Name: Warburg Pincus Private Equity IX, L.P.
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Address: c/o Warburg Pincus LLC
450 Lexington Avenue
New York, NY 10017
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3.
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Name: Warburg Pincus IX LLC
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Address: c/o Warburg Pincus LLC
450 Lexington Avenue
New York, NY 10017
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4.
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Name: Warburg Pincus Partners, LLC
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Address: c/o Warburg Pincus LLC
450 Lexington Avenue
New York, NY 10017
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5.
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Name: Warburg Pincus LLC
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Address: 450 Lexington Avenue
New York, NY 10017
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6.
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Name: Warburg Pincus & Co.
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Address: c/o Warburg Pincus LLC
450 Lexington Avenue
New York, NY 10017
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7.
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Name: Charles R. Kaye
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Address: c/o Warburg Pincus LLC
450 Lexington Avenue
New York, NY 10017
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8.
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Name: Joseph P. Landy
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Address: c/o Warburg Pincus LLC
450 Lexington Avenue
New York, NY 10017
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Designated Filer:
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WPM, L.P.
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Issuer & Ticker Symbol:
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Fidelity National Information Services, Inc. (FIS)
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Date of Event Requiring Statement: December 20, 2010
Exhibit 99.3
JOINT FILERS’ SIGNATURES
WPM GP, LLC
By: /s/ Scott A. Arenare Date: December 21, 2010
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Name: Scott A. Arenare
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Title: Managing Director and Secretary
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WARBURG PINCUS PRIVATE EQUITY IX, L.P.
By: Warburg Pincus IX LLC, its General Partner
By: Warburg Pincus Partners, LLC, its Sole Member,
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By: Warburg Pincus & Co., its Managing Member
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By: /s/ Scott A. Arenare Date: December 21, 2010
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Name: Scott A. Arenare
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Title: Partner
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WARBURG PINCUS IX LLC
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By: Warburg Pincus Partners, LLC, its Sole Member,
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By: Warburg Pincus & Co., its Managing Member
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By: /s/ Scott A. Arenare Date: December 21, 2010
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Name: Scott A. Arenare
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Title: Partner
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WARBURG PINCUS PARTNERS, LLC
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By: Warburg Pincus & Co., its Managing Member
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By: /s/ Scott A. Arenare Date: December 21, 2010
Name: Scott A. Arenare
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Title: Partner
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Designated Filer:
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WPM, L.P.
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Issuer & Ticker Symbol:
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Fidelity National Information Services, Inc. (FIS)
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Date of Event Requiring Statement: December 20, 2010
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WARBURG PINCUS LLC
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By: /s/ Scott A. Arenare Date: December 21, 2010<
/font>
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Name: Scott A. Arenare
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Title: Managing Director
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WARBURG PINCUS & CO.
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By: /s/ Scott A. Arenare Date: December 21, 2010
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Name: Scott A. Arenare
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Title: Partner
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By: /s/ Scott A. Arenare Date: December 21, 2010
Name: Charles R. Kaye
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By: Scott A. Arenare, Attorney-in-Fact*
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By: /s/ Scott A. Arenare Date: December 21, 2010
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Name: Joseph P. Landy
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By: Scott A. Arenare, Attorney-in-Fact**
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* Power of Attorney given by Mr. Kaye was previously filed with the SEC on March 2, 2006, as an exhibit to a Schedule 13D filed by Building Products, LLC with respect to Builders FirstSource, Inc.
** Power of Attorney given by Mr. Landy was previously filed with the SEC on March 2, 2006, as an exhibit to a Schedule 13D filed by Building Products, LLC with respect to Builders FirstSource, Inc.