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SEC FORM 4 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)

4900 WEST BROWN DEER ROAD

(Street)

MILWAUKEE

53223

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Metavante Technologies, Inc. [ MV ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President & C.O.O.

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2009

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/01/2009		D		66,428	D	⁽¹⁾	0	D
Common Stock	10/01/2009		D		1,228.22	D	⁽²⁾	0	I	By Retirement Program
Common Stock	10/01/2009		D		9,177	D	⁽³⁾	0	I	By Jt. Trust
Common Stock	10/01/2009		D		492.065	D	⁽⁴⁾	0	I	ESPP

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)	$19.73	10/01/2009		D			52,916	10/27/2006⁽⁵⁾	10/27/2013	Common Stock	52,916	⁽⁵⁾	0	D
Employee Stock Option (Right to Buy)	$23.79	10/01/2009		D			59,531	10/27/2007⁽⁶⁾	10/27/2014	Common Stock	59,531	⁽⁶⁾	0	D
Employee Stock Option (Right to Buy)	$24.28	10/01/2009		D			59,531	⁽⁷⁾	10/28/2015	Common Stock	59,531	⁽⁷⁾	0	D
Employee Stock Option (Right to Buy)	$27.26	10/01/2009		D			66,145	⁽⁸⁾	10/30/2016	Common Stock	66,145	⁽⁸⁾	0	D
Employee Stock Option (Right to Buy)	$23.332	10/01/2009		D			575,000	⁽⁹⁾	11/12/2017	Common Stock	575,000	⁽⁹⁾	0	D
Employee Stock Option (Right to Buy)	$14.03	10/01/2009		D			90,000	⁽¹⁰⁾	11/21/2018	Common Stock	90,000	⁽¹⁰⁾	0	D
Deferred Stock Units	⁽¹¹⁾	10/01/2009		D			1,250	⁽¹¹⁾	⁽¹¹⁾	Common Stock	1,250	⁽¹¹⁾	0	D
Deferred Stock Units	⁽¹²⁾	10/01/2009		D			60	⁽¹²⁾	⁽¹²⁾	Common Stock	60	⁽¹²⁾	0	D

Explanation of Responses:

1. These shares were disposed of 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 89,677 shares of FIS common stock having a market value of $24.85 per share, based on the closing price of FIS common stock on the New York Stock Exchange ("NYSE") on the Effective Date of the Merger (as defined below).

2. These shares were disposed of pursuant to the Merger Agreement in exchange for 1,658 shares of FIS common stock having a market value of $24.85 per share, based on the closing price of FIS common stock on the NYSE on the Effective Date of the Merger. The Reporting Person's balance prior to the exchange was based on a plan statement dated September 30, 2009.

3. These shares were disposed of pursuant to the Merger Agreement in exchange for 12,388 shares of FIS common stock having a market value of $24.85 per share, based on the closing price of FIS common stock on the NYSE on the Effective Date of the Merger.

4. These shares were disposed of pursuant to the Merger Agreement in exchange for 664 shares of FIS common stock having a market value of $24.85 per share, based on the closing price of FIS common stock on the NYSE on the Effective Date of the Merger. The Reporting Person's balance prior to the exchange was based on the last plan statement.

5. This option, which was fully vested on October 27, 2006, was assumed by FIS pursuant to the Merger Agreement and replaced with an option to purchase 71,436 shares of FIS common stock for $14.62 per share.

6. This option, which was fully vested on October 27, 2007, was assumed by FIS pursuant to the Merger Agreement and replaced with an option to purchase 80,366 shares of FIS common stock for $17.63 per share.

7. This option, which was fully vested on October 28, 2008, was assumed by FIS pursuant to the Merger Agreement and was replaced with an option to purchase 80,366 shares of FIS common stock for $17.99 per share.

8. This option, which provided for vesting in three equal annual installments beginning October 30, 2007, was assumed by FIS pursuant to the Merger Agreement and was replaced with an option to purchase 89,295 shares of FIS common stock for $20.20 per share.

9. This option, which provided for vesting in four equal annual installments beginning November 12, 2007, was assumed by FIS pursuant to the Merger Agreement and was replaced with an option to purchase 776,250 shares of FIS common stock for $17.29 per share.

10. This option, which provided for vesting in four equal annual installments beginning November 21, 2009, was assumed by FIS pursuant to the Merger Agreement and was replaced with an option to purchase 121,500 shares of FIS common stock for $10.40 per share.

11. The deferred stock units, each of which was the economic equivalent of one share of Metavante common stock and was payable in cash, were assumed by FIS pursuant to the Merger Agreement and were replaced with deferred stock units related to 1,687 shares of FIS common stock having a market value of $24.85 per share, based on the closing price of FIS common stock on the NYSE on the Effective Date of the Merger.

12. The deferred stock units, each of which was the economic equivalent of one share of Metavante common stock and was payable in cash, were assumed by FIS pursuant to the Merger Agreement and were replaced with deferred stock units related to 81 shares of FIS common stock having a market value of $24.85 per share, based on the closing price of FIS common stock on the NYSE on the Effective Date of the Merger.

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	10/02/2009
	** 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).
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