| 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) 12/19/2012 | ||||||||||||||||||||||||||
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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 per share | 12/19/2012 | D | 5,709,929 | D | $35.03(1) | 27,093,397 | D(1)(2) | |||
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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 |
| 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"). **Information with respect to each of the Warburg Pincus Reporting Persons, as defined in footnote one of Exhibit 99.1, is given solely by such Warburg Pincus Reporting Person, and no Warburg Pincus Reporting Person has responsibility for the accuracy or completeness of information supplied by another Warburg Pincus Reporting Person. |
| WPM, L.P., By: WPM GP, LLC, its general partner, By: /s/ Timothy J. Curt, Managing Director and Treasurer | 12/20/2012 | |
| ** 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 19, 2012
Explanation of Responses
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(1)
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This Form 4 is being filed on behalf of WPM, L.P., a Delaware limited partnership (“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 “Warburg Pincus Reporting Persons”). WPM GP, the sole general partner of WPM, is a wholly-owned subsidiary of its sole member 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 other Warburg Pincus 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 common stock (the “Common Stock”) of Fidelity National Information Services, Inc. (“FIS”) except to the extent of any indirect pecuniary interest therein.
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By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), WPM GP, WP IX, WP IX LLC, WP Partners, WP, WP LLC and Messrs. Kaye and Landy may be deemed to be beneficial owners of the Common Stock of FIS held by WPM. Pursuant to Rule 16a-1(a)(4) of the Exchange Act, each of the Warburg Pincus Reporting Persons, other than WPM, herein states that this Form 4 shall not be deemed an admission that it or he is the beneficial owner of any of the Common Stock or any other securities of FIS reported in this Form 4.
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(2)
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On December 19, 2012, WPM, L.P. (“WPM”) disposed of 5,709,929 shares of Common Stock pursuant to that certain Share Repurchase Agreement, dated as of December 12, 2012, by and between FIS and WPM (the “December 2012 Share Repurchase Agreement”) pursuant to which WPM agreed to sell 5,709,929 shares of Common Stock to FIS at a price of $35.0267 per share of Common Stock, for an aggregate cash purchase price of $199,999,970.10. The December 2012 Share Repurchase Agreement was included as Exhibit 99.4 to the Schedule 13D/A, filed by the Warburg Pincus Reporting Persons on December 13, 2012 with the U.S. Securities and Exchange Commission.
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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 19, 2012
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JOINT FILERS’ NAMES AND ADDRESSES
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1.
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Name:
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WPM GP, LLC
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Address:
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c/o Warburg Pincus LLC
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450 Lexington Avenue
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New York, NY 10017
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2.
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Name:
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Warburg Pincus Private Equity IX, L.P.
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Address:
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c/o Warburg Pincus LLC
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450 Lexington Avenue
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New York, NY 10017
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3.
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Name:
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Warburg Pincus IX LLC
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Address:
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c/o Warburg Pincus LLC
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450 Lexington Avenue
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New York, NY 10017
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4.
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Name:
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Warburg Pincus Partners LLC
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Address:
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c/o Warburg Pincus LLC
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450 Lexington Avenue
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New York, NY 10017
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5.
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Name:
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Warburg Pincus & Co.
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Address:
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450 Lexington Avenue
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New York, NY 10017
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6.
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Name:
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Warburg Pincus LLC
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Address:
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450 Lexington Avenue
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New York, NY 10017
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7.
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Name:
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Charles R. Kaye
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Address:
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c/o Warburg Pincus LLC
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450 Lexington Avenue
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New York, NY 10017
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8.
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Name:
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Joseph P. Landy
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Address:
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c/o Warburg Pincus LLC
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450 Lexington Avenue
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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 19, 2012
JOINT FILERS’ SIGNATURES
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WPM GP, LLC
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By: /s/ Timothy J. Curt
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Date: December 20, 2012
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Name: Timothy J. Curt
Title: Managing Director and Treasurer
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WARBURG PINCUS PRIVATE EQUITY IX, L.P.
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By: Warburg Pincus IX LLC, its General Partner
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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/ Timothy J. Curt
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Date: December 20, 2012
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Name: Timothy J. Curt
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/ Timothy J. Curt
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Date: December 20, 2012
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Name: Timothy J. Curt
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/ Timothy J. Curt
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Date: December 20, 2012
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Name: Timothy J. Curt
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 19, 2012
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WARBURG PINCUS & CO.
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By: /s/ Timothy J. Curt
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Date: December 20, 2012
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Name: Timothy J. Curt
Title: Partner
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WARBURG PINCUS LLC
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By: /s/ Timothy J. Curt
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Date: December 20, 2012
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Name: Timothy J. Curt
Title: Managing Director
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CHARLES R. KAYE
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By: /s/ Timothy J. Curt
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Date: December 20, 2012
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Name: Charles R. Kaye
By: Timothy J. Curt, Attorney-in-Fact*
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JOSEPH P. LANDY
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By: /s/ Timothy J. Curt
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Date: December 20, 2012
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Name: Joseph P. Landy
By: Timothy J. Curt, Attorney-in-Fact*
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* The Powers of Attorney given by Mr. Kaye and Mr. Landy were previously filed with the U.S. Securities and Exchange Commission on October 4, 2012 as exhibits to the Schedule 13D/A filed by Warburg Pincus Private Equity X, L.P. with respect to Primerica, Inc. and are hereby incorporated by reference.