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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Fidelity National Information Services, Inc. [ FIS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/29/2008 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 10/29/2008 | A | 146,875(1) | A | $0 | 994,944 | D | |||
Common Stock | 18,402 | I | ESPP/401 (k) | |||||||
Common Stock | 1,316,404 | I | Folco | |||||||
Common Stock | 311,222 | I | Foley Family Charitable Foundation |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Stock Option (Right to Buy) | $14.35 | 10/29/2008 | A | 587,500 | (2) | 10/28/2015 | Common Stock | 587,500 | $0 | 587,500 | D | ||||
Stock Option (Right to Buy) | $8.7092(3) | 12/31/2008(4) | 03/09/2015 | Common Stock | 765,424(3) | 765,424 | D | ||||||||
Stock Option (Right to Buy) | $16.2572(3) | 10/15/2007 | 10/15/2012 | Common Stock | 500,198(3) | 500,198 | D | ||||||||
Stock Option (Right to Buy) | $17.2509(3) | 08/19/2008 | 08/19/2015 | Common Stock | 200,080(3) | 200,080 | D | ||||||||
Stock Option (Right to Buy) | $23.0336(3) | 11/09/2009(5) | 11/09/2013 | Common Stock | 993,343(3) | 993,343 | D | ||||||||
Stock Option (Right to Buy) | $23.7077(3) | 12/20/2010(5) | 12/20/2014 | Common Stock | 718,080(3) | 718,080 | D |
Explanation of Responses: |
1. Shares of restricted stock granted pursuant to the Fidelity National Information Services, Inc. 2008 Omnibus Incentive Plan. One-third of the aggregate number of shares of restricted stock granted vest on each of the first three anniversaries of the date of grant. |
2. Option granted pursuant to the Fidelity National Information Services, Inc. 2008 Omnibus Incentive Plan. The option vests in three equal installments on the first three anniversaries of the date of grant. |
3. In connection with the issuer's spin-off of Lender Processing Services, Inc. ("LPS"), the options to purchase the issuer's common stock held by the reporting person have been adjusted to have an intrinsic value equal to the value of the reporting person's options immediately prior to the spin-off of LPS. The number of shares subject to the option and the exercise price of the option were adjusted using the ratio of (a) the regular way close price of the issuer ($37.25) on July 2, 2008, and (b) the adjusted close price of the issuer on July 2, 2008 ($20.75). |
4. The option vests with respect to 1/16th of the total number of shares on the date of grant, with an additional 1/16th vesting on the last day of each succeeding fiscal quarter until fully vested, i.e., the option will be fully vested on December 31, 2008. |
5. The option vests in three equal annual installments beginning on the first anniversary of the grant date. |
Remarks: |
Ronald D. Cook, Attorney-in-fact | 10/31/2008 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |