SEC FORM 4/A

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^*

GASSER ROBERT C

(Last)

(First)

(Middle)

C/O NYFIX INC

333 LUDLOW ST

(Street)

STAMFORD

06902

(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)
09/21/2001

4. If Amendment, Date of Original Filed (Month/Day/Year)
07/09/2002

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								55,000	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)
Options to Acquire Common Stock	$14.04	09/21/2001		J⁽¹⁾		225,000		⁽⁴⁾	09/21/2011	Common Stock	225,000	$0	225,000	D
Options to Acquire Common Stock	$14.04	09/21/2001		J⁽¹⁾		100,000		⁽²⁾	09/21/2011	Common Stock	100,000	$0	100,000	D
Options to Acquire Common Stock	$12.02	10/23/2001		D⁽³⁾			25,000	10/23/2003	10/23/2011	Common Stock	25,000	$0	0	D
Options to Acquire Common Stock	$5.25	08/16/2002		J⁽⁵⁾		100,000		⁽⁶⁾	08/16/2012	Common Stock	100,000	$0	100,000	D

Explanation of Responses:

1. Options originally reported with an exercise price of $12.80.

2. This grant was initially reported with a vesting of September 21, 2006 and was initially recorded in the Company's books and records with a vesting of September 21, 2006 or when the pre-tax earnings of Millennium exceeded $50,000,000 on a cumulative basis in consecutive quarters not to exceed four. The reference to vesting on September 21, 2006 is not a part of the grant.

3. This grant has been voided. Options in this grant covering 12,500 shares had previously expired according to their terms.

4. Options vest over a three year period at a rate of 75,000 on 09/21/2002, 75,000 on 09/21/2003 and 75,000 on 09/21/2004.

5. Options originally reported with an exercise price of $3.92.

6. Options vested as follows: 40,000 on 3/31/03, 20,000 on 12/31/03, 20,000 on 12/31/04 and 20,000 on 12/31/05.

Remarks:

55,000 previously reported shares of Common Stock and previously reported options to acquire 10,000 shares of Common Stock are not being amended.

	/s/ Robert C. Gasser	07/10/2006
	** 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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