SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Under the Securities Exchange Act of 1934*

(Name of Issuer)

COMMON STOCK, PAR VALUE $0.01 PER SHARE

(Title of Class of Securities)

591407101

(CUSIP Number)

SCOTT A. ARENARE, ESQ.
WARBURG PINCUS LLC
466 LEXINGTON AVENUE
NEW YORK, NY 10017
(212) 878-0600

Copy to:

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

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CUSIP No. 591407101		13D		(Page 11 of 14)

     This Amendment No. 1 to Schedule 13D (this “Amendment”) amends and supplements the Schedule 13D filed with the United States Securities and Exchange Commission on November 8, 2007 (the “Schedule 13D”) and is being filed on behalf of WPM, L.P., a Delaware limited partnership (“WPM”), WPM GP, LLC, a Delaware limited liability company and the sole general partner of WPM (“WPM GP”), Warburg Pincus Private Equity IX, L.P., a Delaware limited partnership and the sole member of WPM GP (“WP IX”), Warburg Pincus IX LLC, a New York limited liability company and the sole general partner of WP IX (“WP IX LLC”), Warburg Pincus Partners, LLC, a New York limited liability company and the sole member of WP IX LLC (“WP Partners”), Warburg Pincus & Co., a New York general partnership and the managing member of WP Partners (“WP”), Warburg Pincus LLC, a New York limited liability company that manages WP IX (“WP LLC”), and Messrs. Charles R. Kaye and Joseph P. Landy, each a Managing General Partner of WP and Managing Member and Co-President of WP LLC (each of the foregoing, a “Reporting Person,” and collectively, the “Reporting Persons”). This Amendment relates to the common stock, par value $0.01 per share, of Metavante Technologies, Inc. (the “Common Stock”), a Wisconsin corporation (“Metavante Technologies”).

     The Reporting Persons are filing this Amendment because WPM has purchased shares of the Common Stock of Metavante Technologies in connection with WPM’s purchase rights under the Stock Purchase Right Agreement, which was included as Exhibit 4 to the Schedule 13D and is incorporated herein by reference. Unless set forth below, all previous Items are unchanged, and capitalized terms used herein which are not defined herein have the meanings given to such terms in the Schedule 13D.

Item 3. Source and Amount of Funds or Other Consideration

     Item 3 is hereby amended by inserting the following at the end thereof:

     On March 3, 2008, pursuant to its rights under the Stock Purchase Right Agreement, which was included as Exhibit 4 to the Schedule 13D and is incorporated herein by reference, WPM purchased 31,154 shares of Common Stock for an aggregate purchase price of $502,837.07. WPM obtained its funds from a capital contribution from WP IX.

Item 5. Interest in Securities of the Issuer

     Items 5(a), 5(b) and 5(c) are hereby amended by replacing them in their entirety with the following:

(a)     As of March 3, 2008, WPM is the direct beneficial owner of 29,763,368 shares of Common Stock (over which it exercises both voting and investment power), representing approximately 25.1% of the outstanding shares of Common Stock (based on Metavante Technologies having 118,778,771 shares of Common Stock outstanding as of November 12, 2007, as disclosed by Metavante Technologies in its last quarterly report on Form 10-Q). Due to their respective relationships with WPM and each other, each of the Reporting Persons may be deemed to beneficially own, in the aggregate, 29,763,368 shares of Common Stock. Each of WPM GP, WP IX, WP IX LLC, WP Partners, WP, WP LLC, Messrs. Kaye and Landy and the individuals listed on Schedule I to the Schedule 13D disclaims beneficial ownership of the shares of Common Stock in which WPM has beneficial ownership, except to the extent of any indirect pecuniary interest therein. Except as described in this Item 5(a), no person listed in Item 2 of the Schedule 13D is a beneficial owner of the Common Stock in which WPM has beneficial ownership.

(b)     See Item 5(a) above.

CUSIP No. 591407101		13D		(Page 12 of 14)

(c)     On March 3, 2008, WPM exercised its purchase right under the Stock Purchase Right Agreement to acquire 31,154 shares of Common Stock for an aggregate purchase price of $502,837.07, or an average price of $16.14 per share of Common Stock. As permitted under the Stock Purchase Right Agreement, WPM elected to purchase the shares of Common Stock by delivering a cash payment notice to Metavante Technologies and making a cash payment on even date therewith.

CUSIP No. 591407101		13D		(Page 13 of 14)

SIGNATURES

     After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated March 4, 2008

		WPM, L.P.
		By:		WPM GP, LLC, its general partner
		By:		/s/ Scott A. Arenare
				Name: Scott A. Arenare
				Title: Managing Director and Secretary
		WPM GP, LLC
		By:		/s/ Scott A. Arenare
				Name: Scott A. Arenare
				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 general partner
		By:		Warburg Pincus & Co., its managing member
		By:		/s/ Scott A. Arenare
				Name: Scott A. Arenare
				Title: Partner
		WARBURG PINCUS IX, LLC
		By:		Warburg Pincus Partners, LLC, its general partner
		By:		Warburg Pincus & Co., its managing member
		By:		/s/ Scott A. Arenare
				Name: Scott A. Arenare
				Title: Partner

CUSIP No. 591407101		13D		(Page 14 of 14)

		WARBURG PINCUS & CO.
		By:		/s/ Scott A. Arenare
				Name: Scott A. Arenare
				Title: Partner
		WARBURG PINCUS PARTNERS, LLC
		By:		Warburg Pincus & Co., its managing member
		By:		/s/ Scott A. Arenare
				Name: Scott A. Arenare
				Title: Partner
		WARBURG PINCUS LLC
		By:		/s/ Scott A. Arenare
				Name: Scott A. Arenare
				Title: Managing Director
		CHARLES R. KAYE
		By:		/s/ Scott A. Arenare
				Scott A. Arenare, Attorney-in-fact*
		JOSEPH P. LANDY
		By:		/s/ Scott A. Arenare
				Scott A. Arenare, Attorney-in-fact**

* Power of Attorney given by Mr. Kaye was previously filed with the SEC on March 2, 2006, as an exhibit to a Schedule 13D filed by Building Products, LLC with respect to Builders FirstSource, Inc.

** Power of Attorney given by Mr. Landy was previously filed with the SEC on March 2, 2006, as an exhibit to a Schedule 13D filed by Building Products, LLC with respect to Builders FirstSource, Inc.