-----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, L5DNeOIj4oMIO5R36D8KkM1J1oyFsrqx/SmA90v4K12mRhTTjXui+OgM1jLRfc4P RF5DPkW6zeUbsrsZSMH7rA== 0000899140-09-000012.txt : 20090105 0000899140-09-000012.hdr.sgml : 20090105 20090105161426 ACCESSION NUMBER: 0000899140-09-000012 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20081231 FILED AS OF DATE: 20090105 DATE AS OF CHANGE: 20090105 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: JANEWAY WILLIAM H CENTRAL INDEX KEY: 0001220636 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-02292 FILM NUMBER: 09505300 BUSINESS ADDRESS: BUSINESS PHONE: 212-878-0600 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 466 LEXINGTON AVE CITY: NEW YORK STATE: NY ZIP: 10017 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: 100 WALL STREET STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10005 BUSINESS PHONE: 212-809-3542 MAIL ADDRESS: STREET 1: 100 WALL STREET STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10005 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 4 1 janeway_nyfx4-010509ex.xml X0303 4 2008-12-31 0 0000099047 NYFIX INC NYFX 0001220636 JANEWAY WILLIAM H C/O WARBURG PINCUS LLC 466 LEXINGTON AVE NEW YORK NY 10017 1 0 0 0 Common Stock, par value $0.001 per share 2008-12-31 4 J 0 525000 A 3850227 I See footnote Common Stock, par value $0.001 per share 3896 D See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 Exhibit List: Exhibit 99.1 - Explanation of Responses * Power of Attorney given by Mr. Janeway was previously filed with the Securities and Exchange Commission on February 5, 2007 as an exhibit to a Form 4 filed by Mr. Janeway with respect to NYFIX, Inc. /s/ Scott A. Arenare, Attorney-in-Fact* 2009-01-05 EX-99 2 j4645381.txt EXHIBIT 99.1 EXPLANATION OF RESPONSES Designated Filer: William H. Janeway Issuer & Ticker Symbol: NYFIX, Inc. (NYFX) Date of Event Requiring Statement: December 31, 2008 Exhibit 99.1 Explanation of Responses: (1) On December 31, 2008, 525,000 shares of common stock, par value $0.001 per share ("Common Stock") of NYFIX, Inc. (the "Issuer") were issued to Warburg Pincus Private Equity IX, L.P., a Delaware limited partnership ("WP IX"), by the Issuer in payment of a dividend on the Series B Voting Convertible Preferred Stock (the "Preferred Stock") required to be paid 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 the 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 ($1.75) by (ii) the applicable conversion price ($5.00) now in effect. (2) Following the issuance discussed in note 1, WP IX is the direct record owner of 3,850,227 shares of Common Stock, 1,500,000 shares of Preferred Stock and a Warrant to purchase an aggregate of 2,250,000 shares of Common Stock (the "Warrant"). 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. The Preferred Stock is convertible, in whole or in part, at any time and from time to time at the holder's election. 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. Such conversion rights do not expire. The exercise price of the Warrant is initially equal to $7.75 per share, subject to certain adjustments in accordance with the terms of the Warrant. The Warrant is exercisable 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. (3) The sole general partner of WP IX is 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"), is the sole member of WP IX LLC. Warburg Pincus & Co., a New York general partnership ("WP"), is the managing member of WPP LLC. Warburg Pincus LLC, a New York limited liability company ("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, as amended (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 disclaims beneficial ownership of all shares of Common Stock and Preferred Stock and the Warrant, except to the extent of any indirect pecuniary interest therein. Mr. Janeway, who became a director of the Issuer on October 12, 2006, is a Partner of WP and a Member and Senior Advisor of WP LLC. As such, Mr. Janeway may be deemed to have an indirect pecuniary interest (within the meaning of Rule 16a-1 of the Act) in an indeterminate portion of the securities reported as beneficially owned by WP IX. Mr. Janeway disclaims beneficial ownership of such securities, except to the extent of any indirect pecuniary interest therein. Mr. Janeway does not directly own the Warrant or any shares of Preferred Stock. Mr. Janeway directly owns 3,896 shares of Common Stock. -----END PRIVACY-ENHANCED MESSAGE-----