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^*

TYE KENNETH L

(Last)

(First)

(Middle)

P.O. BOX 120

(Street)

COLUMBUS

31902

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TOTAL SYSTEM SERVICES INC [ TSS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr. EVP and CIO

3. Date of Earliest Transaction (Month/Day/Year)
01/15/2008

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)

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	$23.9	01/15/2008		A⁽¹⁾		9,764		01/15/2008⁽²⁾	02/08/2009	Common Stock	9,764	⁽¹⁾	9,764	D
Stock Option	$18.87	01/15/2008		A⁽¹⁾		10,054		01/15/2008⁽²⁾	01/19/2010	Common Stock	10,054	⁽¹⁾	10,054	D
Stock Option	$27.62	01/15/2008		A⁽¹⁾		14,616		01/15/2008⁽²⁾	01/16/2011	Common Stock	14,616	⁽¹⁾	14,616	D
Stock Option	$30.28	01/15/2008		A⁽¹⁾		382,921		05/10/2008	05/09/2011	Common Stock	382,921	⁽¹⁾	382,921	D
Stock Option	$27.68	01/15/2008		A⁽¹⁾		12,463		01/15/2008⁽²⁾	04/28/2012	Common Stock	12,463	⁽¹⁾	12,463	D
Stock Option	$26.85	01/15/2008		A⁽¹⁾		22,487		01/15/2008⁽²⁾	01/20/2014	Common Stock	22,487	⁽¹⁾	22,487	D
Stock Option	$28.02	01/15/2008		A⁽¹⁾		11,845		01/21/2008	01/20/2015	Common Stock	11,845	⁽¹⁾	11,845	D
Stock Option	$28.9	01/15/2008		A⁽¹⁾		36,617		01/15/2008⁽³⁾	01/30/2016	Common Stock	36,617	⁽¹⁾	36,617	D
Stock Option	$33.35	01/15/2008		A⁽¹⁾		12,647		01/31/2008⁽⁴⁾	01/31/2017	Common Stock	12,647	⁽¹⁾	12,647	D

Explanation of Responses:

1. These stock options were issued in replacement of options to purchase common shares in Synovus Financial Corp. ("Synovus") in connection with the spin-off by Synovus of the Issuer's shares. The number and exercise price of the replacement options were determined in accordance with the Employee Matters Agreement entered into in connection with the spin-off, under which the exercise price and exchange ratio became fixed on January 15, 2008. The formula was designed to preserve the economic value of the cancelled options.

2. This option fully vested prior to the replacement date, January 15, 2008.

3. The predecessor option was scheduled to vest annually in 33% increments beginning on January 31, 2007. The vesting schedule has not been altered.

4. Options vest annually in 33% increments beginning on January 31, 2008.

Remarks:

	/s/ Kenneth L. Tye by Garilou Page as Attorney-in-Fact	01/17/2008
	** 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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