-----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, MudLFfO6WJyaf8JZOCUXfCBKr3849V7blWVRtD/BsWYJMrCxVQ2W+pYmy0+ACEe1 aeTICmGLcj+kSFUc4vMg0w== 0001181431-08-008610.txt : 20080207 0001181431-08-008610.hdr.sgml : 20080207 20080207212631 ACCESSION NUMBER: 0001181431-08-008610 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20080206 FILED AS OF DATE: 20080207 DATE AS OF CHANGE: 20080207 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: 000-21324 FILM NUMBER: 08586683 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 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 rrd194311.xml X0202 4 2008-02-06 0 0000099047 NYFIX INC NYFX 0001220632 DAVIS CARY C/O WARBURG PINCUS LLC 466 LEXINGTON AVE NEW YORK NY 10017 1 0 0 0 Common Stock, par value $0.001 per share 2486327 I See footnote Series B Voting Convertible Preferred, par value $1/share Common Stock 15000000 1500000 I See footnote Warrant to Purchase Common Stock Common Stock 2250000 1 I See footnote Stock Option (right to buy) 3.85 2008-02-06 4 A 0 19481 0 A 2018-02-06 Common Stock 19481 19481 D Restricted Stock Units 2008-02-06 4 A 0 11688 0 A Common Stock 11688 11688 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. The options vest as to 1/3 of the shares on June 6, 2008 and as to the remaining 2/3 of the shares on June 6, 2009. Each restricted stock unit represents a contingent right to receive one share of NYFIX common stock or the fair market value of one share of NYFIX common stock as of the delivery date. The restricted stock units vest as to 1/3 of the restricted stock units on June 6, 2008 and as to the remaining 2/3 of the restricted stock units on June 6, 2009. The restricted stock units will be paid as soon as practicable following the date such restricted stock units vest. Exhibit 99.1 - Explanation of Responses /s/ Annemarie Tierney, as attorney-in-fact 2008-02-07 EX-24. 2 rrd173287_195712.htm POWER OF ATTORNEY rrd173287_195712.html
LIMITED POWER OF ATTORNEY
FOR SECTION 16 REPORTING OBLIGATIONS

The undersigned hereby constitutes and appoints each of Annemarie Tierney and
Steven Vigliotti, and their designees, severally, as the undersigned's true and lawful
attorneys-in-fact and agents, with full power of substitution or revocation, for the
undersigned and in the undersigned's name, place and stead, to:

(1)	execute for and on behalf of the undersigned, in the undersigned's capacity as an
officer and/or director of NYFIX, Inc. (the "Company"), Forms 3, 4, and 5
(including any amendments thereto) in accordance with Section 16(a) of the
Securities Exchange Act of 1934, as amended, and the rules promulgated
thereunder (the "Exchange Act");

(2)	do and perform any and all acts for and on behalf of the undersigned which may
be necessary or desirable to prepare, complete and execute any such Form 3, 4, or
5 or any amendment or amendments thereto, and timely deliver and file any such
Form with the United States Securities and Exchange Commission and any stock
exchange or similar authority; and

(3)	seek or obtain, as the undersigned's representative and on the undersigned's
behalf, information regarding transactions in the Company's securities from any
third party, including brokers, employee benefit plan administrators and trustees,
and the undersigned hereby authorizes any such person to release any such
information to such attorney-in-fact and approves and ratifies any such release of
information; and

(4)	take any other action of any type whatsoever in connection with the foregoing
which, in the opinion of such attorney-in-fact, may be of benefit to, in the best
interest of, or legally required by, the undersigned, it being understood that the
documents executed by such attorney-in-fact on behalf of the undersigned
pursuant to this Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in such attorney-in-
fact's discretion.

      The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform each and every act and thing requisite, necessary, or proper
to be done in the exercise of any of the rights and powers herein granted, as fully to all
intents and purposes as the undersigned might or could do in person, with full power of
substitution and revocation, hereby ratifying and confirming all that such attorney-in-fact,
or such attorney-in-fact's substitute, substitutes, designee or designees shall lawfully do
or cause to be done by virtue of this Power of Attorney and the rights and powers herein
granted.

      The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in
such capacity at the request of the undersigned, are not assuming nor relieving, nor is the
Company assuming nor relieving, any of the undersigned's responsibilities to comply
with Section 16 of the Exchange Act.  The undersigned acknowledges that neither the
Company nor the foregoing attorneys-in-fact assume (i) any liability for the
undersigned's responsibility to comply with the requirements of the Exchange Act, (ii)
any liability of the undersigned for any failure to comply with such requirements, or (iii)
any obligation or liability of the undersigned for profit disgorgement under Section 16(b)
of the Exchange Act.

      This Power of Attorney shall remain in full force and effect until the undersigned
is no longer required to file Forms 3, 4, and 5 under Section 16 of the Exchange Act with
respect to the undersigned's holdings of and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

      IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 4th day of February, 2008.


      /s/ Cary Davis





EX-99.1 3 rrd173287_195821.htm EXPLANATION OF RESPONSES rrd173287_195821.html
Designated Filer: Cary Davis
Issuer & Ticker Symbol: NYFIX, Inc. (NYFX)
Date of Event Requiring Statement: February 6, 2008
Exhibit 99.1


Explanation of Responses:


(1)        Warburg Pincus Private Equity IX, L.P., a Delaware limited partnership
("WP IX") is the direct record owner of 2,486,327 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 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; and Charles R. Kaye and Joseph P. Landy are each Managing General Partners
of WP and Co-Presidents a nd 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
disclaim beneficial ownership of all shares of the Common Stock and Preferred
Stock beneficially owned by WP IX, except to the extent of any indirect
pecuniary interest therein.


Mr. Davis, who became a director of the Issuer on October 12, 2006, is a Partner
of WP, and a Member and Managing Director 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 Act) 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 o f any indirect pecuniary interest therein. Mr.
Davis does not directly own any shares of Common Stock or Preferred Stock.


(2)        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.


(3)        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.


(4)        The exercise price of the Warrant to Purchase Common Stock (the "Warrant")
is initially equal to $7.75 per share of Common Stock, subject to certain
adjustments in accordance with the terms of the Warrant.


(5)        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.


(6) 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 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; and 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 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 disclaim beneficial ownership
of the Warrant beneficially owned by WP IX, except to the extent of any indirect
pecuniary interest therein.


Mr. Davis, who became a director of the Issuer on October 12, 2006, is a Partner
of WP, and a Member and Managing Director 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 Act) in the Warrant reported as beneficially owned by WP IX. Mr. Davis
disclaims beneficial ownership of the Warrant, except to the extent of any
indirect pecuniary interest therein. Mr. Davis does not directly own the
Warrant.

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