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^*

PALMER GARY LEE JR

(Last)

(First)

(Middle)

8501 NORTH SCOTTSDALE RD

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)
	EVP Global Strategic Bus Devel

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2007

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)
Common Stock (7987.57)								7,987.57	D
Common Stock (7000)								7,000	I⁽¹⁾	Limited Partnership⁽¹⁾
Restricted Stock Units (3963)⁽²⁾	02/13/2007		A		7,632	A	⁽²⁾	11,595	D
Restricted Stock Units⁽³⁾	02/13/2007		A		13,875	A	⁽³⁾	13,875	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)
Option (right to buy) (100,000)	⁽⁴⁾							⁽⁴⁾	⁽⁴⁾	Common Stock	⁽⁴⁾		100,000	D
Option (right to buy)	⁽⁵⁾	02/13/2007		A		41,289		⁽⁵⁾	⁽⁵⁾	Common Stock	41,289⁽⁵⁾	⁽⁵⁾	41,289	D

Explanation of Responses:

1. Shares are owned by a limited partnership. The holder owns all of the outstanding common stock of the general partner of this partnership and has sole power to vote and dispose of the shares indicated.

2. Restricted Stock Units were granted on May 18, 2006 (3,963 units) and February 13, 2007 (7,632). The units 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 units is subject to acceleration upon the qualified termination, death or disability of the holder or any termination of the holder's services without cause or for good reason following any change in control of the Company (each of such events being herein referred to as an "Acceleration Event").

3. Restricted stock units were awarded on February 13, 2007. 50% of the units will vest and be converted into common stock on the first September 19th or February 19th following the "go live" date associated with the company's prepaid card contract with American Express and the balance will vest and be so converted on the first February 19th or September 19th following the Company?s recognition of $33,750,000 in gross revenues derived from transactions under that Agreement. The vesting of the units is subject to acceleration upon the occurance of any Acceleration Event. The award has a term of ten years.

4. Option was granted under the Company's prior Stock Incentive Plan on July 1, 2005 (100,000 shares @ $17.95 per share). The option has a term of ten years from the date of grant. One fifth of the option vests on each of the five 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 option is subject to acceleration upon the occurrence of an Acceleration Event.

5. Options were granted under the Company's Stock Incentive Plan on February 13, 2007 (41,289 shares @ $24.02 per share). The option has a term of ten years from the date of grant. One-third of the option vests 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 option is subject to acceleration upon the occurance of any Acceleration Event.

Remarks:

	Gary Palmer by Steven F. Coleman /s/ Steven F. Coleman	02/15/2007
	** 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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