-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OylwocSumJncvtGA2159/f5eiS6SlDZGvY/AOwPDxtkio7lf+HT7a3NPeKUjjRwN Fkiyw8GNkebCokWySs0FUg== 0001127602-09-020081.txt : 20091002 0001127602-09-020081.hdr.sgml : 20091002 20091002141705 ACCESSION NUMBER: 0001127602-09-020081 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20091001 FILED AS OF DATE: 20091002 DATE AS OF CHANGE: 20091002 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LAYDEN DONALD W JR CENTRAL INDEX KEY: 0001023893 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33747 FILM NUMBER: 091101703 MAIL ADDRESS: STREET 1: 770 NORTH WATER ST CITY: MILWAUKEE STATE: WI ZIP: 53202 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Metavante Technologies, Inc. CENTRAL INDEX KEY: 0001399768 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 390968604 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4900 WEST BROWN DEER ROAD CITY: MILWAUKEE STATE: WI ZIP: 53223 BUSINESS PHONE: (414) 357-2290 MAIL ADDRESS: STREET 1: 4900 WEST BROWN DEER ROAD CITY: MILWAUKEE STATE: WI ZIP: 53223 FORMER COMPANY: FORMER CONFORMED NAME: Metavante Holding CO DATE OF NAME CHANGE: 20070517 4 1 form4.xml PRIMARY DOCUMENT X0303 4 2009-10-01 1 0001399768 Metavante Technologies, Inc. MV 0001023893 LAYDEN DONALD W JR 4900 WEST BROWN DEER ROAD MILWAUKEE WI 53223 1 Sen Exec VP,Gen Counsel & Sec. Common Stock 2009-10-01 4 D 0 38916 D 0 D Common Stock 2009-10-01 4 D 0 181.444 D 0 I By Retirement Program Common Stock 2009-10-01 4 D 0 216 D 0 I By UTMA Accounts Common Stock 2009-10-01 4 D 0 1223.538 D 0 I By ESPP Employee Stock Option (Right to Buy) 23.79 2009-10-01 4 D 0 29986 D 2007-10-27 2014-10-27 Common Stock 29986 0 D Employee Stock Option (Right to Buy) 24.28 2009-10-01 4 D 0 33072 D 2015-10-28 Common Stock 33072 0 D Employee Stock Option (Right to Buy) 27.26 2009-10-01 4 D 0 33072 D 2016-10-30 Common Stock 33072 0 D Employee Stock Option (Right to Buy) 23.332 2009-10-01 4 D 0 275000 D 2017-11-12 Common Stock 275000 0 D Employee Stock Option (Right to Buy) 14.03 2009-10-01 4 D 0 45000 D 2018-11-21 Common Stock 45000 0 D Deferred Stock Units 2009-10-01 4 D 0 700 D Common Stock 700 0 D Deferred Stock Units 2009-10-01 4 D 0 34 D Common Stock 34 0 D These shares were disposed of 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 52,536 shares of FIS common stock having a market value of $24.85 per share, based on the closing price of FIS common stock on the New York Stock Exchange ("NYSE") on the Effective Date of the Merger (as defined below). These shares were disposed of pursuant to the Merger Agreement in exchange for 244 shares of FIS common stock having a market value of $24.85 per share, based on the closing price of FIS common stock on the NYSE on the Effective Date of the Merger. The Reporting Person's balance prior to the exchange was based on a plan statement dated September 30, 2009. These shares were disposed of pursuant to the Merger Agreement in exchange for 291 shares of FIS common stock having a market value of $24.85 per share, based on the closing price of FIS common stock on the NYSE on the Effective Date of the Merger. The Reporting Person is the sole custodian. These shares were disposed of pursuant to the Merger Agreement in exchange for 1,651 shares of FIS common stock having a market value of $24.85 per share, based on the closing price of FIS common stock on the NYSE on the Effective Date of the Merger. The Reporting Person's balance prior to the exchange was based on the last plan statement. This option, which was fully vested on October 27, 2007, was assumed by FIS pursuant to the Merger Agreement and replaced with an option to purchase 40,481 shares of FIS common stock for $17.63 per share. This option, which provided for vesting in three equal annual installments beginning October 28, 2006, was assumed by FIS pursuant to the Merger Agreement and was replaced with an option to purchase 44,647 shares of FIS common stock for $17.99 per share. This option, which provided for vesting in three equal annual installments beginning October 30, 2007, was assumed by FIS pursuant to the Merger Agreement and was replaced with an option to purchase 44,647 shares of FIS common stock for $20.20 per share. This option, which provided for vesting in four equal annual installments beginning November 12, 2007, was assumed by FIS pursuant to the Merger Agreement and was replaced with an option to purchase 371,250 shares of FIS common stock for $17.29 per share. This option, which provided for vesting in four equal annual installments beginning November 21, 2009, was assumed by FIS pursuant to the Merger Agreement and was replaced with an option to purchase 60,750 shares of FIS common stock for $10.40 per share. The deferred stock units, each of which was the economic equivalent of one share of Metavante common stock and was payable in cash, were assumed by FIS pursuant to the Merger Agreement and were replaced with deferred stock units related to 945 shares of FIS common stock having a market value of $24.85 per share, based on the closing price of FIS common stock on the NYSE on the Effective Date of the Merger. The deferred stock units, each of which was the economic equivalent of one share of Metavante common stock and was payable in cash, were assumed by FIS pursuant to the Merger Agreement and were replaced with deferred stock units related to 45 shares of FIS common stock having a market value of $24.85 per share, based on the closing price of FIS common stock on the NYSE on the Effective Date of the Merger. 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. /s/ Stacey A. Lombardi, as Attorney-in-Fact 2009-10-02 -----END PRIVACY-ENHANCED MESSAGE-----