SEC Filing

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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Thompson Christopher A

(Last)

(First)

(Middle)

601 RIVERSIDE AVE

(Street)

JACKSONVILLE

32204

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/08/2019

3. Issuer Name and Ticker or Trading Symbol
Fidelity National Information Services, Inc. [ FIS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	6,745⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Units	⁽²⁾	⁽²⁾	Common Stock	303	0.0⁽¹⁾⁽³⁾	D
Restricted Stock Units	⁽⁴⁾	⁽⁴⁾	Common Stock	3,768	0.0⁽¹⁾⁽³⁾	D
Restricted Stock Units	⁽⁴⁾	⁽⁴⁾	Common Stock	315	0.0⁽¹⁾⁽³⁾	D
Restricted Stock Units	⁽⁵⁾	⁽⁵⁾	Common Stock	2,657	0.0⁽¹⁾⁽³⁾	D
Restricted Stock Units	⁽⁶⁾	⁽⁶⁾	Common Stock	443	0.0⁽¹⁾⁽³⁾	D
Restricted Stock Units	⁽⁷⁾	⁽⁷⁾	Common Stock	16,835	0.0⁽¹⁾⁽³⁾	D
Restricted Stock Units	⁽⁸⁾	⁽⁸⁾	Common Stock	1,594	0.0⁽¹⁾⁽³⁾	D
Restricted Stock Units	⁽⁹⁾	⁽⁹⁾	Common Stock	599	0.0⁽¹⁾⁽³⁾	D
Stock Option (Right to Buy)	⁽¹⁰⁾	02/24/2025	Common Stock	9,147	36.74⁽¹¹⁾	D
Stock Option (Right to Buy)	⁽¹²⁾	02/17/2026	Common Stock	8,706	49.52⁽¹¹⁾	D
Stock Option (Right to Buy)	⁽¹³⁾	02/08/2027	Common Stock	6,608	63.71⁽¹¹⁾	D
Stock Option (Right to Buy)	⁽¹⁴⁾	03/02/2028	Common Stock	4,607	81.26⁽¹¹⁾	D
Stock Option (Right to Buy)	⁽¹⁵⁾	03/01/2029	Common Stock	4,071	96.76⁽¹¹⁾	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated March 17, 2019, among Fidelity National Information Services, Inc. ("FIS"), Worldpay, Inc. ("Worldpay"), and Wrangler Merger Sub, Inc. ("Merger Sub"), a wholly-owned subsidiary of FIS, on July 31, 2019 (the "Closing Date"), Merger Sub merged with and into Worldpay (the "Merger"), with Worldpay continuing as the surviving corporation and a wholly-owned subsidiary of FIS. On the Closing Date, each share of Worldpay common stock held by the reporting person was converted into the right to receive 0.9287 shares of FIS common stock and $11.00 in cash and all restricted stock units held by the reporting person were simultaneously cancelled and converted into restricted stock units, denominated in FIS common stock at the Equity Award Exchange Ratio (as defined in the Merger Agreement) and immediately vested and settled in such shares of FIS common stock.

2. This restricted stock unit, which vests in full on February 17, 2020, was assumed by FIS in the Merger and converted into an FIS restricted stock unit on the same time-based vesting schedule applicable to the original award pursuant to the Equity Award Exchange Ratio (as defined in the Merger Agreement).

3. In connection with the Merger, pursuant to the Merger Agreement, restricted stock units held by officers in respect of Worldpay common stock that were outstanding immediately prior to the consummation of the Merger were converted into restricted stock units in respect of FIS common stock in an amount converted at the Equity Award Exchange Ratio and, if applicable, at a performance level as set forth in the Merger Agreement, subject to other terms and conditions (including applicable vesting requirements) as were applicable to such restricted stock units immediately prior to the consummation of the Merger.

4. This restricted stock unit, which vests in full on February 8, 2020, was assumed by FIS in the Merger and converted into an FIS restricted stock unit on the same time-based vesting schedule applicable to the original award pursuant to the Equity Award Exchange Ratio (as defined in the Merger Agreement).

5. This restricted stock unit, which vests in full on March 2, 2021, was assumed by FIS in the Merger and converted into an FIS restricted stock unit on the same time-based vesting schedule applicable to the original award pursuant to the Equity Award Exchange Ratio (as defined in the Merger Agreement).

6. This restricted stock unit, which vests 1/2 on March 2, 2020 and 1/2 on March 2, 2021, was assumed by FIS in the Merger and converted into an FIS restricted stock unit on the same time-based vesting schedule applicable to the original award pursuant to the Equity Award Exchange Ratio (as defined in the Merger Agreement).

7. This restricted stock unit, which vests 1/3 on March 1, 2021 and 2/3 on March 1, 2022, was assumed by FIS in the Merger and converted into an FIS restricted stock unit on the same time-based vesting schedule applicable to the original award pursuant to the Equity Award Exchange Ratio (as defined in the Merger Agreement).

8. This restricted stock unit, which vests in full on March 1, 2022, was assumed by FIS in the Merger and converted into an FIS restricted stock unit on the same time-based vesting schedule applicable to the original award pursuant to the Equity Award Exchange Ratio (as defined in the Merger Agreement).

9. This restricted stock unit, vests 1/3 on March 1, 2020, 1/3 on March 1, 2021 and 1/3 on March 1, 2022, was assumed by FIS in the Merger and converted into an FIS restricted stock unit on the same time-based vesting schedule applicable to the original award pursuant to the Equity Award Exchange Ratio (as defined in the Merger Agreement).

10. The option, which provided for vesting in four equal annual installments beginning on February 18, 2015, was assumed by FIS in the Merger and converted into an FIS option to purchase FIS shares of common stock on the same vesting schedule applicable to the original award pursuant to the Equity Award Exchange Ratio.

11. In connection with the Merger, pursuant to the Merger Agreement, stock options with respect to Worldpay common stock that were outstanding immediately prior to the consummation of the Merger were converted into stock options in respect of FIS common stock in an amount converted at the Equity Award Exchange Ratio and an exercise price equal to the current exercise price divided by the Equity Award Exchange Ratio, subject to the other terms and conditions (including the applicable vesting requirements, if any) as were applicable to such stock options immediately prior to the consummation of the Merger.

12. This option, which provided for vesting in four equal annual installments beginning February 17, 2017, was assumed by FIS in the Merger and converted into an FIS option to purchase FIS shares of common stock on the same vesting schedule applicable to the original award pursuant to the Equity Award Exchange Ratio.

13. This option, which provided for vesting in three equal annual installments beginning February 8, 2018, was assumed by FIS in the Merger and converted into an FIS option to purchase FIS shares of common stock on the same vesting schedule applicable to the original award pursuant to the Equity Award Exchange Ratio.

14. This option, which provided for vesting in three equal annual installments beginning March 2, 2019, was assumed by FIS in the Merger and converted into an FIS option to purchase FIS shares of common stock on the same vesting schedule applicable to the original award pursuant to the Equity Award Exchange Ratio.

15. This option, which provided for vesting in three equal annual installments beginning March 1, 2020, was assumed by FIS in the Merger and converted into an FIS option to purchase FIS shares of common stock on the same vesting schedule applicable to the original award pursuant to the Equity Award Exchange Ratio.

Remarks:

	/s/ Charles H. Keller	08/15/2019
	** 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 5 (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 24
Fidelity National Information Services, Inc.
Power of Attorney
for Executing Forms 3, 4 and 5
Know all men by these presents, that the undersigned, director or officer, or both, of Fidelity National Information Services, Inc., hereby constitutes and appoints each of Marc. M. Mayo, Charles H. Keller, signing singly, 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 Fidelity National Information Services, 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;
(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 and timely file such form with the United States Securities and Exchange Commission 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 of Fidelity National Information Services, Inc. unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of this 8th day of August, 2019.

       _/s/ Christopher Thompson__________
                            Christopher Thompson