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*
KELLNER TED D

(Last) (First) (Middle)
4900 WEST BROWN DEER ROAD

(Street)
MILWAUKEE WI 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
Officer (give title below) Other (specify below)
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)
Code V Amount (A) or (D) Price
Common Stock 10/01/2009 D 57,815 D (1) 0 D
Common Stock 10/01/2009 D 16,666 D (2) 0 I By Trust
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Director Stock Option (Right to Buy) $14.3 10/01/2009 D 6,614 04/25/2000(3) 04/25/2010 Common Stock 6,614 (3) 0 D
Director Stock Option (Right to Buy) $16.6 10/01/2009 D 6,614 04/22/2003(4) 04/22/2013 Common Stock 6,614 (4) 0 D
Director Stock Option (Right to Buy) $24.9 10/01/2009 D 6,614 04/25/2006(5) 04/25/2016 Common Stock 6,614 (5) 0 D
Director Stock Option (Right to Buy) $24.31 10/01/2009 D 7,100 (6) 12/06/2017 Common Stock 7,100 (6) 0 D
Director Stock Option (Right to Buy) $14.03 10/01/2009 D 6,100 (7) 11/21/2018 Common Stock 6,100 (7) 0 D
Deferred Stock Units (8) 10/01/2009 D 9,837 (8) (8) Common Stock 9,837 (8) 0 D
Deferred Stock Units (9) 10/01/2009 D 3,010 (9) (9) Common Stock 3,010 (9) 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 78,050 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 22,499 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 disclaims beneficial ownership in excess of his pecuniary interest.
3. This option, which was fully vested on April 25, 2000, was assumed by FIS pursuant to the Merger Agreement and replaced with an option to purchase 8,928 shares of FIS common stock for $10.60 per share.
4. This option, which was fully vested on April 22, 2003, was assumed by FIS pursuant to the Merger Agreement and replaced with an option to purchase 8,928 shares of FIS common stock for $12.30 per share.
5. This option, which was fully vested on April 25, 2006, was assumed by FIS pursuant to the Merger Agreement and replaced with an option to purchase 8,928 shares of FIS common stock for $18.45 per share.
6. This option, which provided for vesting in four equal annual installments beginning December 6, 2008, was assumed by FIS pursuant to the Merger Agreement and was replaced with an option to purchase 9,585 shares of FIS common stock for $18.01 per share.
7. 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 8,235 shares of FIS common stock for $10.40 per share.
8. 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 13,279 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.
9. 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 4,063 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
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