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^*

KUESTER DENNIS J

(Last)

(First)

(Middle)

4900 WEST BROWN DEER ROAD

(Street)

MILWAUKEE

53223

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Metavante Technologies, Inc. [ MV ]

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)
11/01/2007

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	11/01/2007		A		108,714⁽¹⁾	A	⁽¹⁾	108,714⁽¹⁾	D
Common Stock	11/02/2007		A		1	A	$0	108,715	D
Common Stock	11/01/2007		A		445⁽¹⁾	A	⁽¹⁾	445⁽¹⁾	I	By Trust
Common Stock	11/01/2007		A		269⁽¹⁾	A	⁽¹⁾	269⁽¹⁾	I	By Retirement Program

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)
Stock Option (right to buy)	⁽²⁾⁽³⁾	11/01/2007		A		164,200⁽²⁾⁽³⁾		⁽²⁾⁽³⁾	12/10/2008	Common Stock	164,200⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	164,200⁽²⁾⁽³⁾	D
Stock Option (right to buy)	⁽²⁾⁽³⁾	11/01/2007		D			123,150⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	12/10/2008	Common Stock	123,150⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	41,050⁽²⁾⁽³⁾	D
Stock Option (right to buy)	⁽²⁾⁽³⁾	11/01/2007		A		228,238⁽²⁾⁽³⁾		⁽²⁾⁽³⁾	12/16/2009	Common Stock	228,238⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	228,238⁽²⁾⁽³⁾	D
Stock Option (right to buy)	⁽²⁾⁽³⁾	11/01/2007		D			171,178⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	12/16/2009	Common Stock	171,178⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	57,060⁽²⁾⁽³⁾	D
Stock Option (right to buy)	⁽²⁾⁽³⁾	11/01/2007		A		262,720⁽²⁾⁽³⁾		⁽²⁾⁽³⁾	12/14/2010	Common Stock	262,720⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	262,720⁽²⁾⁽³⁾	D
Stock Option (right to buy)	⁽²⁾⁽³⁾	11/01/2007		D			197,040⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	12/14/2010	Common Stock	197,040⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	65,680⁽²⁾⁽³⁾	D
Stock Option (right to buy)	⁽²⁾⁽³⁾	11/01/2007		A		402,290⁽²⁾⁽³⁾		⁽²⁾⁽³⁾	12/20/2011	Common Stock	402,290⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	402,290⁽²⁾⁽³⁾	D
Stock Option (right to buy)	⁽²⁾⁽³⁾	11/01/2007		D			301,717⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	12/20/2011	Common Stock	301,717⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	100,573⁽²⁾⁽³⁾	D
Stock Option (right to buy)	⁽²⁾⁽³⁾	11/01/2007		A		443,340⁽²⁾⁽³⁾		⁽²⁾⁽³⁾	10/25/2012	Common Stock	443,340⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	443,340⁽²⁾⁽³⁾	D
Stock Option (right to buy)	⁽²⁾⁽³⁾	11/01/2007		D			332,505⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	10/25/2012	Common Stock	332,505⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	110,835⁽²⁾⁽³⁾	D
Stock Option (right to buy)	⁽²⁾⁽³⁾	11/01/2007		A		332,505⁽²⁾⁽³⁾		⁽²⁾⁽³⁾	10/27/2013	Common Stock	332,505⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	332,505⁽²⁾⁽³⁾	D
Stock Option (right to buy)	⁽²⁾⁽³⁾	11/01/2007		D			249,378⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	10/27/2013	Common Stock	249,378⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	83,127⁽²⁾⁽³⁾	D
Stock Option (right to buy)	⁽²⁾⁽³⁾	11/01/2007		A		332,505⁽²⁾⁽³⁾		⁽²⁾⁽³⁾	10/27/2014	Common Stock	332,505⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	332,505⁽²⁾⁽³⁾	D
Stock Option (right to buy)	⁽²⁾⁽³⁾	11/01/2007		D			249,378⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	10/27/2014	Common Stock	249,378⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	83,127⁽²⁾⁽³⁾	D
Stock Option (right to buy)	⁽²⁾⁽³⁾	11/01/2007		A		332,505⁽²⁾⁽³⁾		⁽²⁾⁽³⁾	10/28/2015	Common Stock	332,505⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	332,505⁽²⁾⁽³⁾	D
Stock Option (right to buy)	⁽²⁾⁽³⁾	11/01/2007		D			249,378⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	10/28/2015	Common Stock	249,378⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	83,127⁽²⁾⁽³⁾	D
Stock Option (right to buy)	⁽²⁾⁽³⁾	11/01/2007		A		299,254⁽²⁾⁽³⁾		⁽²⁾⁽³⁾	10/30/2016	Common Stock	299,254⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	299,254⁽²⁾⁽³⁾	D
Stock Option (right to buy)	⁽²⁾⁽³⁾	11/01/2007		D			224,440⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	10/30/2016	Common Stock	224,440⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	74,814⁽²⁾⁽³⁾	D
Stock Option (right to buy)	⁽²⁾⁽³⁾	11/01/2007		A		246,300⁽²⁾⁽³⁾		⁽²⁾⁽³⁾	10/19/2017	Common Stock	246,300⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	246,300⁽²⁾⁽³⁾	D
Stock Option (right to buy)	⁽²⁾⁽³⁾	11/01/2007		D			184,725⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	10/19/2017	Common Stock	184,725⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	61,575⁽²⁾⁽³⁾	D
Deferred Stock Units	⁽⁴⁾	11/01/2007		A		7,500⁽⁴⁾		10/27/2007	⁽⁴⁾	Common Stock	7,500⁽⁴⁾	⁽⁴⁾	7,500⁽⁴⁾	D
Deferred Stock Units	⁽⁴⁾	11/01/2007		A		7,500⁽⁴⁾		⁽⁵⁾	⁽⁴⁾	Common Stock	7,500⁽⁴⁾	⁽⁴⁾	7,500⁽⁴⁾	D
Deferred Stock Units	⁽⁴⁾	11/01/2007		A		6,750⁽⁴⁾		⁽⁶⁾	⁽⁴⁾	Common Stock	6,750⁽⁴⁾	⁽⁴⁾	6,750⁽⁴⁾	D
Deferred Stock Units	⁽⁴⁾	11/01/2007		A		5,566⁽⁴⁾		⁽⁷⁾	⁽⁴⁾	Common Stock	5,566⁽⁴⁾	⁽⁴⁾	5,566⁽⁴⁾	D
Deferred Stock Units	⁽⁴⁾	11/01/2007		A		9,702⁽⁴⁾		⁽⁴⁾	⁽⁴⁾	Common Stock	9,702⁽⁴⁾	⁽⁴⁾	9,702⁽⁴⁾	D

Explanation of Responses:

1. The shares were acquired in a merger of one of the issuer's subsidiaries into Marshall & Ilsley Corporation ("Old Marshall & Ilsley") to effect the formation of a holding company (the "Holding Company Merger") and related transactions. In the Holding Company Merger, each share of common stock of Old Marshall & Ilsley was converted into one-third of a share of Metavante Technologies, Inc. ("Metavante") common stock pursuant to an Investment Agreement dated as of April 3, 2007, among Metavante, Old Marshall & Ilsley and certain of its subsidiaries and WPM, L.P.

2. Pursuant to the Employee Matters Agreement, dated April 3, 2007, as amended, that was executed in connection with the separation transaction, 25% of the Reporting Person's Old Marshall & Ilsley stock options were converted into New Metavante stock options and 75% of such options were converted into New Marshall & Ilsley stock options. The acquisition reported above is based on an assumed conversion ratio of 1.642 Metavante stock options for each Old Marshall & Ilsley stock option held by the Reporting Person immediately prior to the closing of the transactions. The disposition reported in the table above gives effect to the 25%/75% split discussed above. The number of stock options held by the Reporting Person, and their exercise price, will be adjusted pursuant to the Employee Matters Agreement. The adjustment will be implemented in a manner that preserves the intrinsic value of each option on the closing date. (Continued to Footnote 3)

3. The formula provides that the conversion ratio for the Metavante stock options issued to the Reporting Person will be determined on the basis of the closing price of Old Marshall & Ilsley common stock on November 1, 2007, and the average closing price of Metavante's common stock over the last five business days within the ten business days following the closing of the separation transaction. The assumed conversion ratio is based on the October 31, 2007 closing prices of Old Marshall & Ilsley common stock and Metavante "when issued" common stock.

4. In connection with the Holding Company Merger and related transactions, the deferred stock units were acquired upon conversion of the Reporting Person's Old Marshall & Ilsley common stock units. Each deferred stock unit is the economic equivalent of one share of Metavante common stock. Deferred stock units are payable in cash.

5. The deferred stock units vest in one installment on October 28, 2008.

6. The deferred stock units vest in three equal annual installments beginning on October 30, 2009.

7. The deferred stock units vest in three equal annual installments beginning on October 19, 2010.

	/s/ Stacey Bruckner, as Attorney-in-Fact	11/05/2007
	** Signature of Reporting Person	Date
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