-----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, Il/lqYXQQl5f4X8bb0lcf8BHlJmE2W9kznFinoEBYp+QdAjGpwyV9Kw7Y5OOZA9m 1LiKD/iIVxyPiqAR19lfDA== 0000899140-09-001785.txt : 20091201 0000899140-09-001785.hdr.sgml : 20091201 20091201164052 ACCESSION NUMBER: 0000899140-09-001785 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20091130 FILED AS OF DATE: 20091201 DATE AS OF CHANGE: 20091201 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: 001-02292 FILM NUMBER: 091215205 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: 001-02292 FILM NUMBER: 091215206 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 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: 001-02292 FILM NUMBER: 091215207 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: 001-02292 FILM NUMBER: 091215208 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: 001-02292 FILM NUMBER: 091215209 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: 001-02292 FILM NUMBER: 091215211 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: 001-02292 FILM NUMBER: 091215210 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_nyfx4-120109ex.xml X0303 4 2009-11-30 1 0000099047 NYFIX INC NYFX 0001332737 Warburg Pincus Private Equity IX, L.P. C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK NY 10017 0 0 0 1 See Remarks 0001342445 Warburg Pincus IX LLC C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK NY 10017 0 0 0 1 See Remarks 0001322709 Warburg Pincus Partners LLC C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK NY 10017 0 0 0 1 See Remarks 0001162870 WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK NY 10017 0 0 0 1 See Remarks 0000929408 WARBURG PINCUS & CO C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK NY 10017 0 0 0 1 See Remarks 0001239318 KAYE CHARLES R C/O WARBURG PINCUS LLC 450 LEXINGTON AVE NEW YORK NY 10017 0 0 0 1 See Remarks 0001220638 LANDY JOSEPH 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 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 D Warrant to Purchase Common Stock 2009-11-30 4 D 0 2250000 D Common Stock 2250000 0 D See Exhibit 99.1. See Exhibit 99.1. See Exhibit 99.1. See Exhibit 99.1. See Exhibit 99.1. See Exhibit 99.1. Exhibit List: Exhibit 99.1 - Explanation of Responses Exhibit 99.2 - Joint Filers' Names and Addresses Exhibit 99.3 - Joint Filers' Signatures On November 30, 2009, CBR Acquisition Corp. ("Merger Sub"), a Delaware corporation and a wholly owned subsidiary of NYSE Technologies, Inc., a Delaware corporation ("NYSE"), merged (the "Merger") with and into NYFIX, Inc., a Delaware corporation ("NYFIX"), with 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. In connection with the Merger, the shares of the NYFIX common stock (the "Common Stock"), par value $0.001 per share, the shares of Series B Voting Convertible Preferred Stock, par value $1.00 per share, and the warrant to purchase 2,250,000 shares of Common Stock owned by Warburg Pincus Private Equity IX, L.P., a Delaware limited partnership, immediately prior to the Merger were cancelled in exchange for the merger consideration provided in the Merger Agreement. 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, By: /s/ Scott A. Arenare, Partner 2009-12-01 EX-99 2 w5283390a.htm 99.1 - EXPLANATION OF RESPONSES

Designated Filer:

Warburg Pincus Private Equity IX, L.P.

Issuer & Ticker Symbol:

NYFIX, Inc. (NYFX)

Date of Event Requiring Statement: November 30, 2009

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.

(2) Cancelled on November 30, 2009 (the “Effective Date”) pursuant to that certain Agreement and Plan of Merger dated as of August 26, 2009 (the “Merger Agreement”) in exchange for the right to receive $1.675 per share of NYFIX, Inc. common stock (the “Common Stock”), par value $0.001 per share, in cash, without interest (the “Common Stock Merger Consideration”).

(3) 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, as amended, 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 Series B Voting Convertible Preferred Stock (the “Series B Preferred Stock”), par value $1.00 per share, and the warrant to purchase 2,250,000 shares of Common Stock (the “Warrant”), except to the extent of any indirect pecuniary interest therein.

(4) 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.

(5) 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.

(6) 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.

EX-99 3 w5283390b.htm 99.2 - JOINT FILERS' INFORMATION

Designated Filer:

Warburg Pincus Private Equity IX, L.P.

Issuer & Ticker Symbol:

NYFIX, Inc. (NYFX)

Date of Event Requiring Statement: November 30, 2009

Exhibit 99.2

JOINT FILERS’ NAMES AND ADDRESSES

Name:

Warburg Pincus IX, LLC

Address:

c/o Warburg Pincus LLC

450 Lexington Avenue

New York, NY 10017

Name:

Warburg Pincus Partners, LLC

Address:

c/o Warburg Pincus LLC

450 Lexington Avenue

New York, NY 10017

Name:

Warburg Pincus LLC

Address:

450 Lexington Avenue

New York, NY 10017

Name:

Warburg Pincus & Co.

Address:

c/o Warburg Pincus LLC

450 Lexington Avenue

New York, NY 10017

Name:

Charles R. Kaye

Address:

c/o Warburg Pincus LLC

450 Lexington Avenue

New York, NY 10017

Name:

Joseph P. Landy

Address:

c/o Warburg Pincus LLC

450 Lexington Avenue

New York, NY 10017

EX-99 4 w5283390c.htm 99.3 - JOINT FILERS' SIGNATURES

Designated Filer:

Warburg Pincus Private Equity IX, L.P.

Issuer & Ticker Symbol:

NYFIX, Inc. (NYFX)

Date of Event Requiring Statement: November 30, 2009

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: 12/1/09

Name: Scott A. Arenare

Title: Partner

WARBURG PINCUS PARTNERS, LLC

By: Warburg Pincus & Co., its Managing Member

By:/s/ Scott A. Arenare

Date: 12/1/09

Name: Scott A. Arenare

Title: Partner

WARBURG PINCUS LLC

By:/s/ Scott A. Arenare

Date: 12/1/09

Name: Scott A. Arenare

Title: Managing Director

WARBURG PINCUS & CO.

By:/s/ Scott A. Arenare

Date: 12/1/09

Name: Scott A. Arenare

Title: Partner

By:/s/ Scott A. Arenare

Date: 12/1/09

Name: Charles R. Kaye

By: Scott A. Arenare, Attorney-in-Fact*

By/s/ Scott A. Arenare

Date: 12/1/09

Name: Joseph P. Landy

By: Scott A. Arenare, Attorney-in-Fact**

*Power of Attorney given by Mr. Kaye was previously filed with the SEC on March 2, 2006 as an exhibit to a Schedule 13D filed by Building Products, LLC with respect to Builders FirstSource, Inc.

**Power of Attorney given by Mr. Landy was previously filed with the SEC on March 2, 2006 as an exhibit to a Schedule 13D filed by Building Products, LLC with respect to Builders FirstSource, Inc.

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