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^*

EDELSTEIN P HOWARD

(Last)

(First)

(Middle)

C/O NYFIX, INC.

100 WALL STREET

(Street)

NEW YORK

10005

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NYFIX INC [ nyfx ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/11/2007

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⁽¹⁾	12/11/2007⁽²⁾		A		200,000	A	$0	200,000	D

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)
Employee stock option (right to buy)	$4.6	10/02/2007		A		752,570		⁽³⁾	10/02/2017	Common stock	752,570	$0	752,570	D
Employee stock option (right to buy)	$4.6	10/02/2007		A		675,069		⁽⁴⁾	10/02/2017	Common stock	675,069	$0	1,427,639	D
Employee stock option (right to buy)	$4.6	12/11/2007⁽⁵⁾		A		753,786		⁽⁶⁾	10/02/2017	Common stock	753,786	$0	2,181,425	D

Explanation of Responses:

1. Award is granted pursuant to a Restricted Stock Unit Agreement that provides for the issuance of 200,000 shares of Common Stock that vest on December 15, 2007.

2. The restricted stock unit grant was approved by a committee of the Board of Directors of NYFIX, Inc. on October 2, 2007 subject to stockholder approval of the equity compensation plan under which the restricted stock units were granted. NYFIX stockholders approved the plan on December 11, 2007.

3. The option is fully vested and exercisable as of October 2, 2007. This grant was previously reported.

4. The option grant vests and becomes exercisable as to 2.7778% of the shares on October 4, 2007 and on the fourth day of each month thereafter through and including September 4, 2010. This grant was previously reported.

5. The option grant was approved by a committee of the Board of Directors of NYFIX, Inc. on October 2, 2007 subject to stockholder approval of the equity compensation plan under which the option was granted. NYFIX stockholders approved the plan on December 11, 2007.

6. Subject to the condition noted in footnote 5, which was satisfied on December 11, 2007, the option grant vests and becomes exercisable as to 2.7778% of the shares on October 4, 2007, and on the fourth day of each month thereafter through and including September 4, 2010.

	Brian Bellardo, by Power of Attorney	12/13/2007
	** 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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