| 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
Metavante Technologies, Inc. [ MV ] |
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 | 10/01/2009 | D | 29,784,274 | D | (1) | 0 | D(2)(3) | |||
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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. |
| Remarks: |
| Exhibit List: Exhibit 99.1 - Explanation of Responses Exhibit 99.2 - Joint Filers' Names and Addresses Exhibit 99.3 - Joint Filers' Signatures |
| WPM, L.P. By: WPM GP, LLC, its general partner By: /s/ Scott A. Arenare, Managing Director and Secretary | 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). | ||
| 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: WPM, L.P. |
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Issuer & Ticker Symbol: Metavante Technologies, Inc. (MV) |
Date of Event Requiring Statement: October 1, 2009
Exhibit 99.1
Explanation of Responses
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(1) |
Shares were disposed of 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 Services, Inc. (“FIS”), pursuant to the Agreement and Plan of Merger, dated as of March 31, 2009, by and among FIS, Merger Sub and Metavante (the “Merger Agreement”). |
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(2) |
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 "Reporting Persons"). |
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(3) |
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 Issuer's common stock except to the extent of any indirect pecuniary interest therein. |
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Designated Filer: WPM, L.P. |
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Issuer & Ticker Symbol: Metavante Technologies, Inc. (MV) |
Date of Event Requiring Statement: October 1, 2009
Exhibit 99.2
JOINT FILERS’ NAMES AND ADDRESSES
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1. |
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. |
Name: |
Warburg Pincus Private Equity IX, L.P. |
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Address: |
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. |
Name: |
Warburg Pincus IX LLC |
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Address: |
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. |
Name: |
Warburg Pincus Partners, LLC |
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Address: |
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. |
Name: |
Warburg Pincus LLC |
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Address: |
c/o Warburg Pincus LLC |
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450 Lexington Avenue |
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New York, NY 10017 |
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6. |
Name: |
Warburg Pincus & Co. |
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Address: |
c/o Warburg Pincus LLC |
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450 Lexington Avenue |
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New York, NY 10017 |
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7. |
Name: |
Charles R. Kaye |
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Address: |
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. |
Name: |
Joseph P. Landy |
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Address: |
c/o Warburg Pincus LLC |
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450 Lexington Avenue |
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New York, NY 10017 |
Designated Filer:WPM, L.P.
Issuer & Ticker Symbol: Metavante Technologies, Inc. (MV)
Date of Event Requiring Statement: October 1, 2009
Exhibit 99.3
JOINT FILERS’ SIGNATURES
WPM GP, LLC
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By:/s/ Scott A. Arenare |
Date: October 2, 2009 |
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Name: Scott A. Arenare |
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Title: Managing Director and Secretary |
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: October 2, 2009 |
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Name: Scott A. Arenare |
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Title: Partner |
WARBURG PINCUS IX LLC
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: October 2, 2009 |
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Name: Scott A. Arenare |
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Title: Partner |
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WARBURG PINCUS PARTNERS, LLC
By: Warburg Pincus & Co., its Managing Member |
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By:/s/ Scott A. Arenare |
Date: October 2, 2009 |
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Name: Scott A. Arenare |
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Title: Partner |
WARBURG PINCUS LLC
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By:/s/ Scott A. Arenare |
Date: October 2, 2009 |
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Name: Scott A. Arenare |
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Title: Managing Director |
Designated Filer:WPM, L.P.
Issuer & Ticker Symbol:Metavante Technologies, Inc. (MV)
Date of Event Requiring Statement: October 1, 2009
WARBURG PINCUS & CO.
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By:/s/ Scott A. Arenare |
Date: October 2, 2009 |
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Name: Scott A. Arenare |
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Title: Partner |
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By:/s/ Scott A. Arenare |
Date: October 2, 2009 |
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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: October 2, 2009 |
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Name: Joseph P. Landy |
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By: Scott A. Arenare, Attorney-in-Fact |