| 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) 10/01/2009 | ||||||||||||||||||||||||||
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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(1) | 10/01/2009 | A | 40,208,769 | A | (2) | 40,208,769 | I(1) | See footnote(1) | ||
| Common Stock, par value $0.01 | 10/01/2009 | A | 6,381 | A | (3) | 6,381 | D | |||
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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 | ||||||||
| Director Stock Option (Right to Buy) | $17.19 | 10/01/2009 | A | 9,990(4) | (5) | (5) | Common Stock | 9,990 | (4) | 9,990 | D | ||||
| Director Stock Option (Right to Buy) | $10.4 | 10/01/2009 | A | 8,235(6) | (7) | (7) | Common Stock | 8,235 | (6) | 8,235 | D | ||||
| Explanation of Responses: |
| 1. See Exhibit 99 - Explanation of Responses. |
| 2. These shares were acquired on October 1, 2009 (the "Effective Date") in connection with 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 Fidelity National Information Servies, Inc. ("FIS"), pursuant to the Agreement and Plan of Merger, dated as of March 31, 2009, by and among FIS, Merger Sub and Metavante, in exchange for 29,784,274 shares of Metavante common stock. |
| 3. These shares were acquired in the Merger on the Effective Date in exchange for 4,727 shares of Metavante common stock. |
| 4. This option was received in the Merger on the Effective Date in exchange for an option to acquire 7,400 shares of Metavante common stock for $23.20. |
| 5. This option provides for vesting in four equal annual installments beginning February 25, 2009 and expires February 25, 2018, but provides for vesting upon any termination of service on the board of directors within two years after a change in control of Metavante, which change of control occurred on October 1, 2009, and expires three years after any such termination. |
| 6. This option was received in the Merger on the Effective Date in exchange for an option to acquire 6,100 shares of Metavante common stock for $14.03. |
| 7. This option provides for vesting in four equal annual installments beginning November 21, 2009 and expires November 21, 2018, but provides for vesting upon any termination of service on the board of directors within two years after a change in control of Metavante, which change of control occurred on October 1, 2009, and expires three years after any such termination. |
| Remarks: |
| * Power of Attorney given by Mr. Neary was previously filed with the Securities and Exchange Commission on October 2, 2009, as an exhibit to a Form 4 filed by Mr. Neary with respect to Metavante. |
| /s/ Scott A. Arenare, as Attorney-in-Fact | 10/05/2009 | |
| ** 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. | ||
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.