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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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* WAJNERT THOMAS C (Last) (First) (Middle) C/O NYFIX, INC. 100 WALL STREET (Street) NEW YORK NY 10005 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol NYFIX INC [ NYFX ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 11/30/2009
	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	11/30/2009		D		11,688(1)	D	$1.675(1)	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
Restricted Stock Units	(2)	11/30/2009		D			32,258(2)	(2)	(2)	Common Stock	32,258	$1.675(2)	0	D
Stock Option (right to buy)	$6.03	11/30/2009		D			70,000(3)	(3)	11/18/2014	Common Stock	70,000	$0(3)	0	D
Stock Option (right to buy)	$3.85	11/30/2009		D			19,481(3)	(3)	02/05/2018	Common Stock	19,481	$0(3)	0	D
Stock Option (right to buy)	$1	11/30/2009		D			12,987(4)	(4)	06/03/2019	Common Stock	12,987	(4)	0	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger, dated as of August 26, 2009, by and among the Issuer, NYSE Technologies, Inc. ("NYSE") and CBR Acquisition Corp., a wholly owned subsidiary of NYSE (the "Merger Agreement"), on November 30, 2009, upon the effectiveness of the merger of CBR Acquisition Corp. with and into the Issuer (the "Merger"), each outstanding share of the Issuer's common stock was converted into the right to receive $1.675 in cash, without interest.

2. Pursuant to the Merger Agreement and the terms of the underlying NYFIX 2007 Omnibus Equity Compensation Plan Restricted Stock Unit Award pursuant to which these Restricted Stock Units were granted, each outstanding Restricted Stock Unit denominated in shares of the Issuer's common stock that remained outstanding immediately prior to the effective time of the Merger was vested and cancelled and converted into the right to receive $1.675 in cash.

3. Pursuant to the Merger Agreement, each option to purchase the Issuer's common stock that remained outstanding at the effective time of the Merger was fully vested and cancelled in exchange for a cash payment in an amount equal to the number of shares of the Issuer's common stock subject to the option multiplied by the amount (if any) by which $1.675 exceeded the applicable exercise price of the option. The cash payment is equal to $0 since the option exercise price was more than $1.675 at the effective time of the Merger.

4. Pursuant to the Merger Agreement, each option to purchase the Issuer's common stock that remained outstanding at the effective time of the Merger was fully vested and cancelled in exchange for a cash payment in an amount equal to the number of shares of the Issuer's common stock subject to the option multiplied by the amount (i.e., $0.675), by which $1.675 exceeded the applicable exercise price of the option.

	/s/ Steven R. Vigliotti, as attorney-in-fact	12/01/2009
	** 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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