SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Neary James (Last) (First) (Middle) C/O WARBURG PINCUS LLC 466 LEXINGTON AVENUE (Street) NEW YORK NY 10017 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 11/01/2007	3. Issuer Name and Ticker or Trading Symbol Metavante Technologies, Inc. [ MV ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class A Common Stock, par value $0.01 per share	(1)	(1)	Common Stock	29,732,214	(1)	I(1)	See footnote(1)

Explanation of Responses:

1. See Exhibit 99.

Remarks:

Exhibit List Exhibit 24 Power of Attorney Exhibit 99 Explanation of Responses

	/s/ Stacey Bruckner, as Attorney-in-Fact	11/06/2007
	** 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 5 (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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                                POWER OF ATTORNEY

        Know all by these presents, that the undersigned hereby constitutes and
appoints each of Stacey A. Bruckner, Navroz (Norrie) J. Daroga, and Cathleen A.
Ebacher signing singly, and with full power of substitution, the undersigned's
true and lawful attorney-in-fact to:

        (1)     prepare, execute in the undersigned's name and on the
                undersigned's behalf, and submit to the U.S. Securities and
                Exchange Commission (the "SEC") a Form ID, including amendments
                thereto, and any other documents necessary or appropriate to
                obtain codes and passwords enabling the undersigned to make
                electronic filings with the SEC of reports required by Section
                16(a) of the Securities Exchange Act of 1934 or any rule or
                regulation of the SEC;

        (2)     execute for and on behalf of the undersigned, in the
                undersigned's capacity as an officer and/or director of
                Metavante Holding Company (the "Company"), Forms 3, 4, and 5 in
                accordance with Section 16(a) of the Securities Exchange Act of
                1934 and the rules thereunder, and any other forms or reports
                the undersigned may be required to file in connection with the
                undersigned's ownership, acquisition, or disposition of
                securities of the Company;

        (3)     do and perform any and all acts for and on behalf of the
                undersigned which may be necessary or desirable to complete and
                execute any such Form 3, 4, or 5, or other form or report,
                complete and execute any amendment or amendments thereto, and
                timely file such form or report with the SEC and any stock
                exchange or similar authority; and

        (4)     take any other action of any type whatsoever in connection with
                the foregoing which, in the opinion of such attorney-in-fact,
                may be of benefit to, in the best interest of, or legally
                required by, the undersigned, it being understood that the
                documents executed by such attorney-in-fact on behalf of the
                undersigned pursuant to this Power of Attorney shall be in such
                form and shall contain such terms and conditions as such
                attorney-in-fact may approve in such attorney-in-fact's
                discretion.

        The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

                      IN WITNESS WHEREOF, the undersigned has caused this Power
of Attorney to be executed as of this 18 day of July, 2007.

                                        /s/ James C. Neary
                                        ----------------------------------------
                                        Signature

                                        James C. Neary
                                        ----------------------------------------
                                        Print Name

                                                                      Exhibit 99

                            Explanation of Responses

On November 1, 2007 (the "Closing Date"), WPM, L.P., a Delaware limited
partnership ("WPM"), purchased 29,732,214 shares of Class A common stock, par
value $0.01 per share (the "Class A Common Stock"), of Metavante Technologies,
Inc. (formerly known as Metavante Holding Company), a Wisconsin Corporation (the
"Issuer"), for an aggregate purchase price of $625 million, pursuant to an
Investment Agreement, dated as of April 3, 2007, among the Issuer, M&I LLC
(formerly known as Marshall & Ilsley Corporation), a Wisconsin limited liability
company ("M&I"), Metavante Corporation, a Wisconsin corporation, Montana Merger
Sub Inc., a Wisconsin corporation, and WPM (the "Investment Agreement").

In order to facilitate the structure of the transactions contemplated by the
Investment Agreement, at 12:01 a.m. Eastern Daylight Time on the day following
the Closing Date, each outstanding share of the Class A Common Stock
automatically converted into one share of the Issuer's common stock, par value
$0.01 per share ("Common Stock"). At this time, the rights of WPM with respect
to shares of converted Class A Common Stock ceased and WPM was deemed to have
become the holder of an equivalent number of shares of Common Stock.

WPM is the direct record owner of 29,732,214 shares of Common Stock, which, as
described above, automatically converted from 29,732,214 shares of Class A
Common Stock at 12:01 a.m. Eastern Daylight Time on the day following the
Closing Date. WPM GP, LLC, a Delaware limited liability company ("WPM
GP"), is the sole general partner of WPM. Warburg Pincus Private Equity IX,
L.P., a Delaware limited partnership ("WP IX"), is the sole member of
WPM GP. Warburg Pincus IX LLC, a New York limited liability company
("WP IX LLC"), is the sole general partner of WP IX. Warburg Pincus Partners,
LLC, a New York limited liability company ("WP Partners"), is the sole
member of WP IX LLC. Warburg Pincus & Co., a New York general
partnership ("WP"), is the managing member of WP Partners. Warburg Pincus LLC, a
New York limited liability company ("WP LLC"), manages WP IX. Messrs.
Charles R. Kaye and Joseph P. Landy are each Managing General Partners of WP and
Co-Presidents and Managing Members of WP LLC. By reason of the provisions of
Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), each of WPM GP, WP IX, WP IX LLC, WP Partners, WP, WP LLC, and Messrs.
Kaye and Landy may be deemed to be the beneficial owners of any securities that
may be deemed to be beneficially owned by WPM. Each of WPM GP, WP IX, WP IX LLC,
WP Partners, WP, WP LLC, and Messrs. Kaye and Landy disclaim beneficial
ownership of all shares of both the Issuer's Class A Common Stock and Common
Stock except to the extent of any indirect pecuniary interest therein.

James C. Neary, the reporting person, who became a director of the Issuer on
November 1, 2007, upon the completion of the transactions contemplated by the
Investment Agreement, is a general partner of WP and a managing director and
member of WP LLC. As such, Mr. Neary may be deemed to have an indirect pecuniary
interest (within the meaning of Rule 16a-1 under the Securities Exchange Act of
1934) in an indeterminate portion of the securities reported as beneficially
owned by WPM. Mr. Neary disclaims beneficial ownership of such securities except
to the extent of any indirect pecuniary interest therein. Mr. Neary does not
directly own any shares of Class A Common Stock or Common Stock.