-----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, LiSALwvO+rZg4FBXd2alEZHNujIWYbQ6IqNgHhqhSH0IRnHh+90TbuTaMX0T4Zz6 qKTCa8ctfnFUB5NDt510iQ== 0000899140-09-001784.txt : 20091201 0000899140-09-001784.hdr.sgml : 20091201 20091201164013 ACCESSION NUMBER: 0000899140-09-001784 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20091130 FILED AS OF DATE: 20091201 DATE AS OF CHANGE: 20091201 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DAVIS CARY CENTRAL INDEX KEY: 0001220632 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-02292 FILM NUMBER: 091215200 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 davis_nyfx4-120109ex.xml X0303 4 2009-11-30 1 0000099047 NYFIX INC NYFX 0001220632 DAVIS CARY C/O WARBURG PINCUS LLC 450 LEXINGTON AVE NEW YORK NY 10017 0 0 0 1 See Remarks Common Stock, par value $0.001 per share 2009-11-30 4 D 0 4375227 D 0 I See Footnote Common Stock, par value $0.001 per share 2009-11-30 4 D 0 11688 D 0 D Series B Voting Conv. Pref. Stock, par value $1.00 per share 2009-11-30 4 D 0 1500000 D Common Stock 15000000 0 I See Footnote Warrant to Purchase Common Stock 2009-11-30 4 D 0 2250000 D Common Stock 2250000 0 I See Footnote Restricted Stock Units 2009-11-30 4 D 0 32258 D Common Stock 32258 0 D Stock Option (right to buy) 1 2009-11-30 4 D 0 12987 D Common Stock 12987 0 D Stock Option (right to buy) 3.85 2009-11-30 4 D 0 19481 D Common Stock 19481 0 D See Exhibit 99 - Explanation of Responses. See Exhibit 99 - Explanation of Responses. See Exhibit 99 - Explanation of Responses. See Exhibit 99 - Explanation of Responses. See Exhibit 99 - Explanation of Responses. See Exhibit 99 - Explanation of Responses. See Exhibit 99 - Explanation of Responses. On November 30, 2009, CBR Acquisition Corp. ("Merger Sub"), a wholly owned subsidiary of NYSE Technologies, Inc. ("NYSE"), was merged (the "Merger") with and into NYFIX, Inc. ("NYFIX") pursuant to an Agreement and Plan of Merger, dated as of August 26, 2009, by and among Merger Sub, NYSE and NYFIX. In connection with the Merger, Mr. Davis ceased to be a director of NYFIX. * Power of Attorney given by Mr. Davis was previously filed with the Securities and Exchange Commission on March 11, 2008 as an exhibit to a Form 4 filed by Mr. Davis with respect to NYFIX, Inc. by /s/ Scott A. Arenare, Attorney-in-Fact* 2009-12-01 EX-99 2 d5283077.htm 99.1- EXPLANATION OF RESPONSES

Exhibit 99

Explanation of Responses

 

 

(1)

On November 30, 2009 (the “Effective Date”), CBR Acquisition Corp. (“Merger Sub”), a Delaware corporation and a wholly owned subsidiary of NYSE Technologies, Inc. (“NYSE”), a Delaware corporation, merged (the “Merger”) with and into NYFIX, Inc. (“NYFIX”) with the NYFIX surviving the Merger as a wholly owned subsidiary of NYSE pursuant to that certain Agreement and Plan of Merger dated as of August 26, 2009 (the “Merger Agreement”), by and among NYSE, Merger Sub and NYFIX. Immediately prior to the Effective Time, as defined in the Merger Agreement, Warburg Pincus Private Equity IX, L.P. (“WP IX”), a Delaware limited partnership, was the owner of 4,375,227 shares of the NYFIX common stock (the “Common Stock”), par value $0.001 per share, 1,500,000 shares of Series B Voting Convertible Preferred Stock (the “Series B Preferred Stock”), par value $1.00 per share, and a warrant to purchase 2,250,000 shares of Common Stock (the “Warrant”).

The sole general partner of WP IX is Warburg Pincus IX, LLC (“WP IX LLC”). Warburg Pincus Partners LLC (“WPP LLC”) is the sole member of WP IX LLC. Warburg Pincus & Co. (“WP”) is the managing member of WPP LLC. Warburg Pincus LLC (“WP LLC”) manages WP IX.

Cary Davis, the reporting person, who became a director of the NYFIX on October 12, 2006, is a partner of WP and a Managing Director and Member of WP LLC. As such, Mr. Davis may be deemed to have an indirect pecuniary interest (within the meaning of Rule 16a-1 of the Securities Exchange Act of 1934, as amended) in an indeterminate portion of the securities reported as beneficially owned by WP IX. Mr. Davis disclaims beneficial ownership of such securities except to the extent of any indirect pecuniary interest therein.

 

(2)

Cancelled on the Effective Date pursuant to the Merger Agreement in exchange for the right to receive $1.675 per share of Common Stock in cash, without interest (the “Common Stock Merger Consideration”).

 

(3)

Cancelled on the Effective Date pursuant to the Merger Agreement in exchange for the right to receive $50.134 per share of Series B Preferred Stock in cash, without interest.

 

(4)

The exercise price of the Warrant to purchase Common Stock was initially equal to $7.75 per share of Common Stock, subject to certain adjustments in accordance with the terms of the Warrant.

 

(5)

Cancelled on the Effective Date pursuant to the Merger Agreement in exchange for the right to receive an amount in cash equal to the product of (i) the number of shares of Common Stock subject to the Warrant, multiplied by (ii) the excess, if any, of the Common Stock Merger Consideration over the price per share of Common Stock subject to the Warrant.

 

(6)

Each such unit vested and cancelled on the Effective Date pursuant to the Merger Agreement in exchange for the Common Stock Merger Consideration.

 

(7)

Vested and cancelled on the Effective Date pursuant to the Merger Agreement in exchange for the right to receive an amount in cash equal to the product of (i) the number of shares of Common Stock subject to such option, multiplied by (ii) the excess, if any, of the Common Stock Merger Consideration over the exercise price per share of Common Stock subject to the option.

 

 

 

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