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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^*

Neary James

(Last)

(First)

(Middle)

C/O WARBURG PINCUS LLC

466 LEXINGTON AVENUE

(Street)

NEW YORK

10017

(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)
12/06/2007

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, $0.01 par value per share	12/06/2007		A		1	A	$0	1	D
Common Stock, $0.01 par value per share⁽¹⁾								29,732,214⁽¹⁾	I⁽¹⁾	See Footnote⁽¹⁾

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)

Explanation of Responses:

1. See Exhibit 99.

Remarks:

Exhibit 99 - Explanation of Responses

	/s/ Stacey Bruckner, as Attorney-in-Fact	12/10/2007
	** 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.
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                                                                      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. As reported above, Mr. Neary
directly owns 1 share of Common Stock.