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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Option (right to buy) | $ 17.99 | 10/01/2009 | A | 160,733 (5) | 10/28/2008 | 10/28/2015 | Common Stock | 160,733 | $ 0 (5) | 160,733 | D | ||||
| Employee Stock Option (right to buy) | $ 17.63 | 10/01/2009 | A | 160,733 (6) | 10/27/2007 | 10/27/2014 | Common Stock | 160,733 | $ 0 (6) | 160,733 | D | ||||
| Employee Stock Option (right to buy) | $ 20.2 | 10/01/2009 | A | 144,659 (7) | 10/01/2009(8) | 10/30/2016 | Common Stock | 144,659 | $ 0 (7) | 144,659 | D | ||||
| Employee Stock Option (right to buy) | $ 17.29 | 10/01/2009 | A | 1,012,500 (9) | (10) | 11/12/2017 | Common Stock | 1,012,500 | $ 0 (9) | 1,012,500 | D | ||||
| Employee Stock Option (right to buy) | $ 10.4 | 10/01/2009 | A | 148,500 (11) | (12) | 11/21/2018 | Common Stock | 148,500 | $ 0 (11) | 148,500 | D | ||||
| Stock Option (right to purchase) | $ 23.99 | 10/02/2009 | A | 1,000,000 | (13) | 10/02/2016 | Common Stock | 1,000,000 | $ 0 (13) | 1,000,000 | D | ||||
| Performance Shares | (14) | 10/01/2009 | A | 37,125 (14) | (14) | (14) | Common Stock | 37,125 | $ 0 (14) | 37,125 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| MARTIRE FRANK R 601 RIVERSIDE AVENUE JACKSONVILLE, FL 32204 |
X | President and CEO | ||
| /s/ Stacey A. Lombardi, as Attorney-in-Fact | 10/14/2009 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | These shares were acquired on October 1, 2009 (the "Effective Date"), pursuant to the Agreement and Plan of Merger, dated as of March 31, 2009, by and among Fidelity National Information Services, Inc. ("FIS"), Cars Holdings, LLC ("Merger Sub") and Metavante Technologies, Inc. ("Metavante") (the "Merger Agreement"), in exchange for 101,015.576 shares of Metavante common stock. On the Effective Date of the Merger (as defined below), the closing price on the New York Stock Exchange ("NYSE") of Metavante common stock was $33.70 per share and the closing price of FIS common stock was $24.85 per share. |
| (2) | Grant of restricted stock from FIS pursuant to the Amended and Restated Metavante 2007 Equity Incentive Plan vesting in three equal annual increments beginning October 1, 2010. The grant shall be 100% vested on October 1, 2012. |
| (3) | These shares were received in the Merger in exchange for 235.293 shares of Metavante common stock. On the Effective Date of the Merger, the closing price on the NYSE of Metavante common stock was $33.70 per share and the closing price of FIS common stock was $24.85 per share. |
| (4) | These shares were received in the Merger in exchange for 533 shares of Metavante common stock. On the Effective Date of the Merger, the closing price on the NYSE of Metavante common stock was $33.70 per share and the closing price of FIS common stock was $24.85 per share. |
| (5) | This option was received in the Merger in exchange for an option to acquire 119,062 shares of Metavante common stock for $24.28 per share. |
| (6) | This option was received in the Merger in exchange for an option to acquire 119,062 shares of Metavante common stock for $23.79 per share. |
| (7) | This option was received in the Merger in exchange for an option to acquire 107,155 shares of Metavante common stock for $27.26 per share. |
| (8) | This option became fully vested on October 1, 2009, in connection with the Merger. |
| (9) | This option was received in the Merger in exchange for an option to acquire 750,000 shares of Metavante common stock for $23.332 per share. |
| (10) | The option vests in four equal annual installments beginning November 12, 2007. |
| (11) | This option was received in the Merger in exchange for an option to acquire 110,000 shares of Metavante common stock for $24.28 per share. |
| (12) | The option vests in four equal annual installments beginning November 21, 2009. |
| (13) | Option granted pursuant to the Amended and Restated Metavante 2007 Equity Incentive Plan. The option vests in three equal annual installments beginning October 1, 2010. |
| (14) | The performance shares were received in the Merger in exchange for 27,500.25 Metavante performance shares, each of which was payable in Metavante common stock, having a market value of $33.70 per share based on the closing price of Metavante common stock on the NYSE on the Effective Date of the Merger. |
| Remarks: On October 1, 2009, Metavante and FIS closed their previously announced transaction whereby Metavante was merged with and into Merger Sub, a wholly-owned subsidiary of FIS (the "Merger"). The separate corporate existence of Metavante ceased upon consummation of the Merger. Pursuant to the Merger Agreement, Metavante shareholders received 1.35 shares of FIS common stock in exchange for each share of Metavante common stock they owned on the Effective Date of the Merger. Shareholders were paid cash in lieu of receiving any fractional shares of FIS common stock. | |