SEC Filing

View:

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

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)
11/01/2007

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	11/01/2007		A		57,814⁽¹⁾	A	⁽¹⁾	57,814⁽¹⁾	D
Common Stock	11/02/2007		A		1	A	$0	57,815	D
Common Stock	11/01/2007		A		16,666⁽¹⁾⁽²⁾	A	⁽¹⁾	16,666⁽¹⁾⁽²⁾	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)
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)
Director Stock Option (right to buy)	⁽³⁾⁽⁴⁾	11/01/2007		A		24,630⁽³⁾⁽⁴⁾		04/25/2000	04/25/2010	Common Stock	24,630⁽³⁾⁽⁴⁾	⁽³⁾⁽⁴⁾	24,630⁽³⁾⁽⁴⁾	D
Director Stock Option (right to buy)	⁽³⁾⁽⁴⁾	11/01/2007		D			18,472⁽³⁾⁽⁴⁾	04/25/2000	04/25/2010	Common Stock	18,472⁽³⁾⁽⁴⁾	⁽³⁾⁽⁴⁾	6,158⁽³⁾⁽⁴⁾	D
Director Stock Option (right to buy)	⁽³⁾⁽⁴⁾	11/01/2007		A		24,630⁽³⁾⁽⁴⁾		04/22/2003	04/22/2013	Common Stock	24,630⁽³⁾⁽⁴⁾	⁽³⁾⁽⁴⁾	24,630⁽³⁾⁽⁴⁾	D
Director Stock Option (right to buy)	⁽³⁾⁽⁴⁾	11/01/2007		D			18,472⁽³⁾⁽⁴⁾	04/22/2003	04/22/2013	Common Stock	18,472⁽³⁾⁽⁴⁾	⁽³⁾⁽⁴⁾	6,158⁽³⁾⁽⁴⁾	D
Director Stock Option (right to buy)	⁽³⁾⁽⁴⁾	11/01/2007		A		24,630⁽³⁾⁽⁴⁾		04/25/2006	04/25/2016	Common Stock	24,630⁽³⁾⁽⁴⁾	⁽³⁾⁽⁴⁾	24,630⁽³⁾⁽⁴⁾	D
Director Stock Option (right to buy)	⁽³⁾⁽⁴⁾	11/01/2007		D			18,472⁽³⁾⁽⁴⁾	04/25/2006	04/25/2016	Common Stock	18,472⁽³⁾⁽⁴⁾	⁽³⁾⁽⁴⁾	6,158⁽³⁾⁽⁴⁾	D
Deferred Stock Units	⁽⁵⁾	11/01/2007		A		3,010⁽⁵⁾		⁽⁵⁾	⁽⁵⁾	Common Stock	3,010⁽⁵⁾	⁽⁵⁾	3,010⁽⁵⁾	D

Explanation of Responses:

1. The shares were acquired in a merger of one of the issuer's subsidiaries into Marshall & Ilsley Corporation ("Old Marshall & Ilsley") to effect the formation of a holding company (the "Holding Company Merger") and related transactions. In the Holding Company Merger, each share of common stock of Old Marshall & Ilsley was converted into one-third of a share of Metavante Technologies, Inc. ("Metavante") common stock pursuant to an Investment Agreement dated as of April 3, 2007, among Metavante, Old Marshall & Ilsley and certain of its subsidiaries and WPM, L.P.

2. The Reporting Person disclaims beneficial ownership in excess of his pecuniary interest.

3. Pursuant to the Employee Matters Agreement, dated April 3, 2007, as amended, that was executed in connection with the separation transaction, 25% of the Reporting Person's Old Marshall & Ilsley stock options were converted into New Metavante stock options and 75% of such options were converted into New Marshall & Ilsley stock options. The acquisition reported above is based on an assumed conversion ratio of 1.642 Metavante stock options for each Old Marshall & Ilsley stock option held by the Reporting Person immediately prior to the closing of the transactions. The disposition reported in the table above gives effect to the 25%/75% split discussed above. The number of stock options held by the Reporting Person, and their exercise price, will be adjusted pursuant to the Employee Matters Agreement. The adjustment will be implemented in a manner that preserves the intrinsic value of each option on the closing date. (Continued to Footnote 4)

4. The formula provides that the conversion ratio for the Metavante stock options issued to the Reporting Person will be determined on the basis of the closing price of Old Marshall & Ilsley common stock on November 1, 2007, and the average closing price of Metavante's common stock over the last five business days within the ten business days following the closing of the separation transaction. The assumed conversion ratio is based on the October 31, 2007 closing prices of Old Marshall & Ilsley common stock and Metavante "when issued" common stock.

5. In connection with the Holding Company Merger and related transactions, the deferred stock units were acquired upon conversion of the Reporting Person's Old Marshall & Ilsley common stock units. Each deferred stock unit is the economic equivalent of one share of Metavante common stock. Deferred stock units are payable in cash.

	/s/ Stacey Bruckner, as Attorney-in-Fact	11/05/2007
	** 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.