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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^*

COULTER DAVID A

(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	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/25/2008

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	02/25/2008		A		2,587	A	$0	2,588	D
Common Stock, $0.01 Par Value Per Share⁽¹⁾								29,732,214	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)
Director Stock Option (Right to Buy)	$23.2	02/25/2008		A		7,400		⁽²⁾	02/25/2018	Common Stock	7,400	$0	7,400	D

Explanation of Responses:

1. See Exhibit 99.

2. The option vests in four equal annual installments beginning February 25, 2009.

	/s/Stacey A. Bruckner, as attorney-in-fact	02/27/2008
	** 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.

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 Issuers 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 Issuers Class A Common Stock and
Common Stock except to the extent of any indirect pecuniary
interest therein.

David A. Coulter, 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. Coulter 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. Coulter disclaims beneficial ownership of such
securities except to the extent of any indirect pecuniary
interest therein.  Mr. Coulter does not directly own any
shares of Class A Common Stock.  As reported above, Mr. Coulter
directly owns 2,588 shares of Common Stock and an option to
purchase 7,400 shares of Common Stock.