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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 		 
OMB APPROVAL
OMB Number: 3235-0287
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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 WI 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)
11/21/2008
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)
Code V Amount (A) or (D) Price
Common Stock, $0.01 Par Value Per Share 11/21/2008 A 2,139 A $0 4,727 D
Common Stock, $0.01 Par Value Per Share(1) 29,776,933 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Director Stock Option (Right to Buy) $14.03 11/21/2008 A 6,100 (2) 11/21/2018 Common Stock 6,100 $0 6,100 D
Explanation of Responses:
1. See Exhibit 99 -- Explanation of Responses.
2. This option vests in four equal annual installments beginning November 21, 2009.
Remarks:
Exhibit 99 - - Explanation of Responses
/s/Stacey A. Bruckner, as attorney-in-fact 11/25/2008
** 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.
POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes
and appoints each of  Donald W. Layden, Jr., Stacey A. Bruckner, and
Lisa J. Burmeister signing singly, and with full power of substitution,
the undersigned's true and lawful attorney in fact to:

(1)execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer and/or director of Metavante
Technologies, Inc. (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  undersigneds ownership, acquisition, or
disposition of securities of the Company;

(2)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

(3)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 19th day of May, 2008.


Signature	/s/David Coulter

Print Name	David Coulter

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 that 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 29,776,933 shares of Common
Stock.  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.  Mr. Coulter directly owns
4,727 shares of Common Stock and options to purchase
13,500 shares of Common Stock.