SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
Thompson Christopher A

(Last) (First) (Middle)
601 RIVERSIDE AVE

(Street)
JACKSONVILLE FL 32204

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
08/15/2019
3. Issuer Name and Ticker or Trading Symbol
Fidelity National Information Services, Inc. [ FIS ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Accounting Officer
5. If Amendment, Date of Original Filed (Month/Day/Year)
08/15/2019
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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 6,745(1) D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (2) (2) Common Stock 303 $0.0(1)(3) D
Restricted Stock Units (4) (4) Common Stock 3,768 $0.0(1)(3) D
Restricted Stock Units (4) (4) Common Stock 315 $0.0(1)(3) D
Restricted Stock Units (5) (5) Common Stock 2,657 $0.0(1)(3) D
Restricted Stock Units (6) (6) Common Stock 443 $0.0(1)(3) D
Restricted Stock Units (7) (7) Common Stock 16,835 $0.0(1)(3) D
Restricted Stock Units (8) (8) Common Stock 1,594 $0.0(1)(3) D
Restricted Stock Units (9) (9) Common Stock 599 $0.0(1)(3) D
Stock Option (Right to Buy) (10) 02/24/2025 Common Stock 9,147 $36.74(11) D
Stock Option (Right to Buy) (12) 02/17/2026 Common Stock 8,706 $49.52(11) D
Stock Option (Right to Buy) (13) 02/08/2027 Common Stock 6,608 $63.71(11) D
Stock Option (Right to Buy) (14) 03/02/2028 Common Stock 4,607 $81.26(11) D
Stock Option (Right to Buy) (15) 03/01/2029 Common Stock 4,071 $96.76(11) D
Explanation of Responses:
1. Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated March 17, 2019, among Fidelity National Information Services, Inc. ("FIS"), Worldpay, Inc. ("Worldpay"), and Wrangler Merger Sub, Inc. ("Merger Sub"), a wholly-owned subsidiary of FIS, on July 31, 2019 (the "Closing Date"), Merger Sub merged with and into Worldpay (the "Merger"), with Worldpay continuing as the surviving corporation and a wholly-owned subsidiary of FIS. On the Closing Date, each share of Worldpay common stock held by the reporting person was converted into the right to receive 0.9287 shares of FIS common stock and $11.00 in cash. This amended Form 3 is being filed to correct a clerical error in this footnote as originally filed.
2. This restricted stock unit, which vests in full on February 17, 2020, was assumed by FIS in the Merger and converted into an FIS restricted stock unit on the same time-based vesting schedule applicable to the original award pursuant to the Equity Award Exchange Ratio (as defined in the Merger Agreement).
3. In connection with the Merger, pursuant to the Merger Agreement, restricted stock units held by officers in respect of Worldpay common stock that were outstanding immediately prior to the consummation of the Merger were converted into restricted stock units in respect of FIS common stock in an amount converted at the Equity Award Exchange Ratio and, if applicable, at a performance level as set forth in the Merger Agreement, subject to other terms and conditions (including applicable vesting requirements) as were applicable to such restricted stock units immediately prior to the consummation of the Merger.
4. This restricted stock unit, which vests in full on February 8, 2020, was assumed by FIS in the Merger and converted into an FIS restricted stock unit on the same time-based vesting schedule applicable to the original award pursuant to the Equity Award Exchange Ratio (as defined in the Merger Agreement).
5. This restricted stock unit, which vests in full on March 2, 2021, was assumed by FIS in the Merger and converted into an FIS restricted stock unit on the same time-based vesting schedule applicable to the original award pursuant to the Equity Award Exchange Ratio (as defined in the Merger Agreement).
6. This restricted stock unit, which vests 1/2 on March 2, 2020 and 1/2 on March 2, 2021, was assumed by FIS in the Merger and converted into an FIS restricted stock unit on the same time-based vesting schedule applicable to the original award pursuant to the Equity Award Exchange Ratio (as defined in the Merger Agreement).
7. This restricted stock unit, which vests 1/3 on March 1, 2021 and 2/3 on March 1, 2022, was assumed by FIS in the Merger and converted into an FIS restricted stock unit on the same time-based vesting schedule applicable to the original award pursuant to the Equity Award Exchange Ratio (as defined in the Merger Agreement).
8. This restricted stock unit, which vests in full on March 1, 2022, was assumed by FIS in the Merger and converted into an FIS restricted stock unit on the same time-based vesting schedule applicable to the original award pursuant to the Equity Award Exchange Ratio (as defined in the Merger Agreement).
9. This restricted stock unit, vests 1/3 on March 1, 2020, 1/3 on March 1, 2021 and 1/3 on March 1, 2022, was assumed by FIS in the Merger and converted into an FIS restricted stock unit on the same time-based vesting schedule applicable to the original award pursuant to the Equity Award Exchange Ratio (as defined in the Merger Agreement).
10. The option, which provided for vesting in four equal annual installments beginning on February 18, 2015, was assumed by FIS in the Merger and converted into an FIS option to purchase FIS shares of common stock on the same vesting schedule applicable to the original award pursuant to the Equity Award Exchange Ratio.
11. In connection with the Merger, pursuant to the Merger Agreement, stock options with respect to Worldpay common stock that were outstanding immediately prior to the consummation of the Merger were converted into stock options in respect of FIS common stock in an amount converted at the Equity Award Exchange Ratio and an exercise price equal to the current exercise price divided by the Equity Award Exchange Ratio, subject to the other terms and conditions (including the applicable vesting requirements, if any) as were applicable to such stock options immediately prior to the consummation of the Merger.
12. This option, which provided for vesting in four equal annual installments beginning February 17, 2017, was assumed by FIS in the Merger and converted into an FIS option to purchase FIS shares of common stock on the same vesting schedule applicable to the original award pursuant to the Equity Award Exchange Ratio.
13. This option, which provided for vesting in three equal annual installments beginning February 8, 2018, was assumed by FIS in the Merger and converted into an FIS option to purchase FIS shares of common stock on the same vesting schedule applicable to the original award pursuant to the Equity Award Exchange Ratio.
14. This option, which provided for vesting in three equal annual installments beginning March 2, 2019, was assumed by FIS in the Merger and converted into an FIS option to purchase FIS shares of common stock on the same vesting schedule applicable to the original award pursuant to the Equity Award Exchange Ratio.
15. This option, which provided for vesting in three equal annual installments beginning March 1, 2020, was assumed by FIS in the Merger and converted into an FIS option to purchase FIS shares of common stock on the same vesting schedule applicable to the original award pursuant to the Equity Award Exchange Ratio.
Remarks:
/s/ Charles H. Keller 08/15/2019
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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