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*
Gresham George W

(Last) (First) (Middle)
4900 N. SCOTTSDALE ROAD
SUITE 1000

(Street)
SCOTTSDALE AZ 85251

(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)
Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
09/12/2007
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)
Code V Amount (A) or (D) Price
Common Stock (7218.12)(1) 09/12/2007 A V 107.66 A $23.22 7,325.78 D
Common Stock (7325.78) 09/12/2007 D 7,325.78 D (1) 0 D
Restricted Stock Units (12098)(2) 09/12/2007 D 12,098 D (3) 0 D
Restricted Stock Units (14162)(4) 09/12/2007 D 14,162 D (3) 0 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
Option (right to buy) 157289 (5) 09/12/2007 D 157,289 (5) (5) Common Stock (5) (5) 0 D
Option (right to buy) 76618 (6) 09/12/2007 D 76,618 (6) (6) Common Stock (6) (6) 0 D
Explanation of Responses:
1. Includes 107.66 shares purchased pursuant to the Employee Stock Purchase Plan.
2. Restricted Stock Units were granted on January 13, 2005 (original grant 4,300 units), May 18, 2006 (original grant 4,548 units) and February 13, 2007 (original grant 7,632 units). The units were originally scheduled to 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 continued in the employ of the Company through the applicable vesting date. The vesting of the units was subject to acceleration upon the death or disability of the holder and any change in control of the Company.
3. Shares or restricted stock units were disposed of pursuant to the merger agreement, dated June 26, 2007 (the "Merger Agreement"), by and between, the Company, Fidelity National Information Services, Inc. and Agamemnon Merger Corp. in exchange for the merger consideration (the "Merger Consideration") of $36.50 per share.
4. Restricted Stock units were granted on February 26, 2007 (original grant 14,162 units). The units were originally scheduled to vest and be converted into shares of common stock in equal installments on February 19, 2010 and February 19, 2011 if the holder continued to provide services to the Company through the applicable vesting date. The vesting of all or a portion the units was subject to acceleration upon the death or disability of the holder, the termination of the holder's services by the Company without cause after February 26, 2009 and in circumstances involving a change in control of the Company (each a "Retention Acceleration Event").
5. Options were canceled in the merger referenced in footnote 1 in exchange for a cash payment equal to the amount obtained by multiplying (i) the difference between the Merger Consideration and the exercise price of the option by (ii) the number of shares subject thereto. Ten year options were granted on May 1, 2002 (20,000 shares @ $15.80 per share), February 14, 2003 (10,000 shares @ $7.08 per share), February 19, 2004 (19,000 shares @ $16.27 per share), January 13, 2005 (32,000 shares @ $21.38 per share), February 16, 2006 (35,000 shares @ $23.02 per share) and February 13, 2007 (41,289 shares @ $24.02 per share). One-third of each option was originally scheduled to vest on each of the three succeeding anniversaries of the date of grant, if, subject to certain exceptions, the holder continued to provide services to the Company through the applicable vesting date. The vesting of the options was subject to acceleration under the circumstances described in footnote 2.
6. Options were canceled in the merger referenced in footnote 1 in exchange for a cash payment equal to the amount obtained by multiplying (i) the difference between the Merger Consideration and the exercise price of the option by (ii) the number of shares subject thereto. Options were granted under the Company's 2006 Stock Incentive Plan on February 26, 2007 (76,618 shares @ $25.89 per share). The options were originally scheduled to vest and become exercisable in equal installments on the third and fourth anniversaries of its date of grant, subject to acceleration upon the occurrence of a Retention Acceleration Event.
Remarks:
George W. Gresham by Steven F. Coleman /s/ Steven F. Coleman 09/12/2007
** 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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