-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PMotqsMp6HN8CVyjgB8ISBPg3j2zN6ap7LHwXHPUDY/5JtOq7D0fVSD2axsxNQ7x /raU/XW9T54fl80SSQCF4w== 0000899140-07-000142.txt : 20070205 0000899140-07-000142.hdr.sgml : 20070205 20070205171442 ACCESSION NUMBER: 0000899140-07-000142 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20070201 FILED AS OF DATE: 20070205 DATE AS OF CHANGE: 20070205 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NYFIX INC CENTRAL INDEX KEY: 0000099047 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 061344888 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 333 LUDLOW STREET CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: 2034258000 FORMER COMPANY: FORMER CONFORMED NAME: TRINITECH SYSTEMS INC DATE OF NAME CHANGE: 19940404 FORMER COMPANY: FORMER CONFORMED NAME: TRANS AIRE ELECTRONICS INC DATE OF NAME CHANGE: 19910916 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LANDY JOSEPH CENTRAL INDEX KEY: 0001220638 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-21324 FILM NUMBER: 07581260 BUSINESS ADDRESS: BUSINESS PHONE: 2128780600 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 466 LEXINGTON AVE CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KAYE CHARLES R CENTRAL INDEX KEY: 0001239318 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-21324 FILM NUMBER: 07581261 BUSINESS ADDRESS: BUSINESS PHONE: 2128780600 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 466 LEXINGTON AVE CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WARBURG PINCUS & CO CENTRAL INDEX KEY: 0000929408 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-21324 FILM NUMBER: 07581262 BUSINESS ADDRESS: STREET 1: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 100173147 BUSINESS PHONE: 2128780600 MAIL ADDRESS: STREET 1: 466 LEXINGTON AVENUE STREET 2: NEW YORK CITY: NY STATE: NY ZIP: 100173147 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WARBURG PINCUS LLC CENTRAL INDEX KEY: 0001162870 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-21324 FILM NUMBER: 07581263 BUSINESS ADDRESS: STREET 1: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2128780600 MAIL ADDRESS: STREET 1: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Warburg Pincus Partners LLC CENTRAL INDEX KEY: 0001322709 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-21324 FILM NUMBER: 07581264 BUSINESS ADDRESS: STREET 1: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-878-0600 MAIL ADDRESS: STREET 1: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Warburg Pincus Private Equity IX, L.P. CENTRAL INDEX KEY: 0001332737 FISCAL YEAR END: 1204 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-21324 FILM NUMBER: 07581266 BUSINESS ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-878-0600 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Warburg Pincus IX LLC CENTRAL INDEX KEY: 0001342445 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-21324 FILM NUMBER: 07581265 BUSINESS ADDRESS: STREET 1: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-878-0600 MAIL ADDRESS: STREET 1: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 4 1 wppe9_nyfix4-020507ex.xml X0202 4 2007-02-01 0 0000099047 NYFIX INC NYFX 0001332737 Warburg Pincus Private Equity IX, L.P. C/O WARBURG PINCUS LLC 466 LEXINGTON AVENUE NEW YORK NY 10017 0 0 1 0 0001342445 Warburg Pincus IX LLC C/O WARBURG PINCUS LLC 466 LEXINGTON AVENUE NEW YORK NY 10017 0 0 1 0 0001322709 Warburg Pincus Partners LLC C/O WARBURG PINCUS LLC 466 LEXINGTON AVENUE NEW YORK NY 10017 0 0 1 0 0001162870 WARBURG PINCUS LLC 466 LEXINGTON AVENUE NEW YORK NY 10017 0 0 1 0 0000929408 WARBURG PINCUS & CO C/O WARBURG PINCUS LLC 466 LEXINGTON AVENUE NEW YORK NY 100173147 0 0 1 0 0001239318 KAYE CHARLES R C/O WARBURG PINCUS LLC 466 LEXINGTON AVE NEW YORK NY 10017 0 0 1 0 0001220638 LANDY JOSEPH C/O WARBURG PINCUS LLC 466 LEXINGTON AVE NEW YORK NY 10017 0 0 1 0 Common Stock, par value $0.001 per share 2007-02-01 4 J 0 227500 0 A 227500 I See footnote Series B Vot'g Convertible Pfd Stock, par value $1 per share Common Stock 15000000 1500000 I See footnote Warrant to Purchase Common Stock Common Stock 2250000 1 I See footnote See Exhibit 99.1. See Exhibit 99.1. See Exhibit 99.1. See Exhibit 99.1. See Exhibit 99.1. See Exhibit 99.1. See Exhibit 99.1. See Exhibit 99.1. List of Exhibits Exhibit 99.1 - Explanation of Responses Exhibit 99.2 - Joint Filers' Names and Addresses Exhibit 99.3 - Joint Filers' Signatures WARBURG PINCUS PRIVATE EQUITY IX, L.P., By: Warburg Pincus IX, LLC, its General Partner, By: Warburg Pincus Partners, LLC, its Sole Member, By: Warburg Pincus & Co., its Managing Member, /s/ Scott A. Arenare, Partner 2007-02-05 EX-99 2 w020507a.txt EXHIBIT 99.1 EXPLANATION OF RESPONSES Exhibit 99.1 Explanation of Responses: (1) This Form 4 is filed on behalf of Warburg Pincus Private Equity IX, L.P., a Delaware limited partnership ("WP IX"), Warburg Pincus IX, LLC, a New York limited liability company ("WP IX LLC"), Warburg Pincus Partners LLC, a New York limited liability company ("WPP LLC"), Warburg Pincus LLC, a New York limited liability company ("WP LLC"), Warburg Pincus & Co., a New York general partnership ("WP"), and Messrs. Charles R. Kaye and Joseph P. Landy (collectively, the "Reporting Persons"). (2) The common stock, par value $0.001 per share ("Common Stock") of NYFIX, Inc. (the "Issuer") was issued in payment of a dividend on the Series B Voting Convertible Preferred Stock (the "Preferred Stock") pursuant to the Certificate of Designation, a copy of which was attached as Exhibit 3.2 to the Issuer's current report on Form 8-K filed with the Securities and Exchange Commission on October 18, 2006. The number of shares of Common Stock issued in payment of such dividend was determined by dividing (i) the amount of the dividend that would have been payable with respect to such share of Preferred Stock had such dividend been paid in cash by (ii) the applicable conversion price ($5.00) now in effect. (3) Following the dividend discussed in Note 2, WP IX is the direct record owner of 227,500 shares of Common Stock and 1,500,000 shares of Preferred Stock, which is convertible into 15,000,000 shares of Common Stock. The sole general partner of WP IX is WP IX LLC. WPP LLC is the sole member of WP IX LLC. WP is the managing member of WPP LLC. WP LLC manages WP IX. Charles R. Kaye and Joseph P. Landy are each Managing General Partners of WP and Co-Presidents and Managing Members of WP LLC. By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934 (the "Act"), WP, WP LLC, WPP LLC, WP IX LLC, Mr. Kaye and Mr. Landy may be deemed to be the beneficial owners of any securities that may be deemed to be beneficially owned by WP IX. Each of WP, WP LLC, WPP LLC, WP IX LLC, Mr. Kaye and Mr. Landy all disclaim beneficial ownership of all shares of Common Stock and Preferred Stock except to the extent of any indirect pecuniary interest therein. (4) Each share of Preferred Stock is initially convertible into 10 shares of Common Stock at an initial conversion price of $5.00 per share, subject to certain adjustments in accordance with the terms of the Preferred Stock. (5) The Preferred Stock is convertible, in whole or in part, at any time and from time to time at the holder's election. At any time after April 12, 2008, the Preferred Stock is convertible at the option of the Issuer, in whole or in part, if the price per share of the Common Stock reaches certain levels. The conversion rights do not expire. (6) The exercise price of the Warrant to Purchase Common Stock (the "Warrant") is initially equal to $7.75 per share, subject to certain adjustments in accordance with the terms of the Warrant. (7) The Warrant is convertible at any time, in whole or in part, at the holder's option until 5:00 p.m. Eastern Time on October 12, 2016, at which point the Warrant expires. (8) WP IX is the direct record owner of the Warrant, which is convertible into 2,250,000 shares of Common Stock. The sole general partner of WP IX is WP LX LLC. WPP LLC is the sole member of WP IX LLC. WP is the managing member of WPP LLC. WP LLC manages WP IX. Charles R. Kaye and Joseph P. Landy are each Managing General Partners of WP and Co-Presidents and Managing Members of WP LLC. By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934 (the "Act"), WP, WP LLC, WPP LLC, WP IX LLC, Mr. Kaye and Mr. Landy may be deemed to be the beneficial owners of any securities that may be deemed to be beneficially owned by WP LX. Each of WP, WP LLC, WPP LLC, WP IX LLC, Mr. Kaye and Mr. Landy all disclaim beneficial ownership of the Warrant except to the extent of any indirect pecuniary interest therein. EX-99 3 w020507b.txt EXHIBIT 99.2 JOINT FILERS' NAMES AND ADDRESSES Exhibit 99.2 JOINT FILERS' NAMES AND ADDRESSES 1. Name: Warburg Pincus IX LLC Address: c/o Warburg Pincus LLC 466 Lexington Avenue New York, NY 10017 2. Name: Warburg Pincus Partners LLC Address: c/o Warburg Pincus LLC 466 Lexington Avenue New York, NY 10017 3. Name: Warburg Pincus LLC Address: 466 Lexington Avenue New York, NY 10017 4. Name: Warburg Pincus & Co. Address: c/o Warburg Pincus LLC 466 Lexington Avenue New York, NY 10017 5. Name: Charles R. Kaye Address: c/o Warburg Pincus LLC 466 Lexington Avenue New York, NY 10017 6. Name: Joseph P. Landy Address: c/o Warburg Pincus LLC 466 Lexington Avenue New York, NY 10017 EX-99 4 w020507c.txt EXHIBIT 99.3 JOINT FILERS' SIGNATURES Exhibit 99.3 JOINT FILERS' SIGNATURES WARBURG PINCUS IX, LLC By: Warburg Pincus Partners, LLC, its Sole Member, By: Warburg Pincus & Co., its Managing Member By: /s/ Scott A. Arenare Date: February 5, 2007 ------------------------------------------ ---------------- Name: Scott A. Arenare Title: Partner WARBURG PINCUS PARTNERS, LLC By: Warburg Pincus & Co., its Managing Member By: /s/ Scott A. Arenare Date: February 5, 2007 ------------------------------------------ ---------------- Name: Scott A. Arenare Title: Partner WARBURG PINCUS, LLC By: /s/ Scott A. Arenare Date: February 5, 2007 ------------------------------------------ ---------------- Name: Scott A. Arenare Title: Managing Director WARBURG PINCUS & CO. By: /s/ Scott A. Arenare Date: February 5, 2007 ------------------------------------------ ---------------- Name: Scott A. Arenare Title: Partner By: /s/ Scott A. Arenare Date: February 5, 2007 ------------------------------------------ ---------------- Name: Charles R. Kaye By: Scott A. Arenare, Attorney-in-Fact By: /s/ Scott A. Arenare Date: February 5, 2007 ------------------------------------------ ---------------- Name: Joseph P. Landy By: Scott A. Arenare, Attorney-in-Fact -----END PRIVACY-ENHANCED MESSAGE-----