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

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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^*

GUPTA RAHUL

(Last)

(First)

(Middle)

8501 N. SCOTTSDALE ROAD

SUITE 300

(Street)

SCOTTSDALE

85253

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
EFUNDS CORP [ EFD ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, Risk Management

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2005

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units (9,300.0000)⁽¹⁾	02/19/2005		M	V	1,666	D	⁽¹⁾	7,634	D
Common Stock (3331.3061)	02/19/2005		M	V	1,666	A	⁽¹⁾	4,997.3061	D
Common Stock (4997.3061)	02/19/2005		F		646	D	$22.01	4,351.3061	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Options (right to buy) 150,600	⁽²⁾							⁽²⁾	⁽²⁾	Common Stock	150,600		150,600	D

Explanation of Responses:

1. Restricted Stock Units were granted on February 19, 2004 (5,000) and January 13, 2005 (4,300). The rights will generally vest and be converted into shares of common stock in three equal installments on February 19th in each of the three succeeding years following the date of grant if the holder continues in the employ of the Company through the applicable vesting date. The vesting of the rights is subject to acceleration upon the approved retirement of the holder, the death or disability of the holder and any change in control of the Company (each of such events being herein referred to as an "Acceleration Event").

2. Options were granted under the Company's Stock Incentive Plan on January 6, 2003 (86,600 shares @ $9.13 per share), February 19, 2004 (32,000 shares @ $16.27 per share) and January 13, 2005 (32,000 shares @ $21.38 per share). The options have a term of ten years from the date of grant. One-third of each option vests and becomes exercisable on each of the three succeeding anniversaries of the date of grant if, subject to certain exceptions, the holder continues to provide services to the Company through the applicable vesting date. The vesting of the options is subject to acceleration upon the occurrence of any Acceleration Event.

Remarks:

	Rahul Gupta by Steven F. Coleman /s/ Steven F. Coleman	02/23/2005
	** 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).
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