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 Estimated average burden hours per response: 0.5
	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) 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 X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 03/03/2008
	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(3)	03/03/2008		J(1)		31,154	A	$16.14(2)	29,763,368(3)	I(3)	See Footnote(3)
Common Stock, $0.01 Par Value Per Share								2,588	D

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

Explanation of Responses:

1. The Common Stock was acquired pursuant to a purchase right granted to WPM, L.P., a Delaware limited partnership ("WPM"), in a Stock Purchase Right Agreement (the "Agreement") between WPM and the Issuer, dated November 1, 2007. The Agreement was included as Exhibit 4.2 to the Issuer's Current Report on Form 8-K, filed on November 6, 2007, with the SEC via EDGAR (File No. 001-33747), and is incorporated herein by reference.

2. Pursuant to the terms of the Agreement, the 31,154 shares of Common Stock were acquired for an aggregate purchase price of $502,837.07, or an average price of $16.14 per share.

3. See Exhibit 99 -- Explanation of Responses.

Remarks:

Exhibit 99 - - - Explanation of Responses

	/s/Stacey A. Bruckner, as attorney-in-fact	03/04/2008
	** 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 29,763,368 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.

James 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.  Mr. Neary directly owns
2,588 shares of Common Stock and an option to purchase 7,400 shares of
Common Stock.