-----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, G1oWMDwtDvYKC72db7QS/v4yPXPixWeraMNsANPhAELNvlY5PdXdNU0NRFoQHZqk VrkFsGY6rXVCjotuAfeTXg== 0001181431-09-054537.txt : 20091202 0001181431-09-054537.hdr.sgml : 20091202 20091202170358 ACCESSION NUMBER: 0001181431-09-054537 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20091130 FILED AS OF DATE: 20091202 DATE AS OF CHANGE: 20091202 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: EDELSTEIN P HOWARD CENTRAL INDEX KEY: 0001252878 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-02292 FILM NUMBER: 091218155 MAIL ADDRESS: STREET 1: 100 WALL STREET - 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10005 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 rrd258413.xml FORM 4 X0303 4 2009-11-30 1 0000099047 NYFIX INC NYFX 0001252878 EDELSTEIN P HOWARD C/O NYFIX, INC. 100 WALL STREET NEW YORK NY 10005 1 1 0 0 President and CEO Common Stock 2009-11-30 4 D 0 212000 1.675 D 0 D Restricted Stock Units 2009-11-30 4 D 0 247500 1.675 D Common Stock 247500 0 D Stock Option (right to buy) 4.60 2009-11-30 4 A 0 1428855 0 A 2017-10-02 Common Stock 1428855 1428855 D Stock Option (right to buy) 4.60 2009-11-30 4 D 0 1428855 0 D 2017-10-02 Common Stock 1428855 0 D Stock Option (right to buy) 4.60 2009-11-30 4 D 0 752570 0 D 2017-10-02 Common Stock 752570 0 D Stock Option (right to buy) 4.60 2009-11-30 4 D 0 675069 0 D 2017-10-02 Common Stock 675069 0 D Stock Option (right to buy) 4.60 2009-11-30 4 D 0 753786 0 D 2017-10-02 Common Stock 753786 0 D Pursuant to the Agreement and Plan of Merger, dated as of August 26, 2009, by and among the Issuer, NYSE Technologies, Inc. ("NYSE") and CBR Acquisition Corp., a wholly owned subsidiary of NYSE (the "Merger Agreement"), on November 30, 2009, upon the effectiveness of the merger of CBR Acquisition Corp. with and into the Issuer (the "Merger"), each outstanding share of the Issuer's common stock was converted into the right to receive $1.675 in cash, without interest. Pursuant to the Merger Agreement and the terms of the underlying NYFIX 2007 Omnibus Equity Compensation Plan Restricted Stock Unit Award pursuant to which these Restricted Stock Units were granted, each outstanding Restricted Stock Unit denominated in shares of the Issuer's common stock that remained outstanding immediately prior to the effective time of the Merger was vested and cancelled and converted into the right to receive $1.675 in cash. Pursuant to the Merger Agreement, each option to purchase the Issuer's common stock that remained outstanding at the effective time of the Merger was fully vested and cancelled in exchange for a cash payment in an amount equal to the number of shares of the Issuer's common stock subject to the option multiplied by the amount (if any) by which $1.675 exceeded the applicable exercise price of the option. The cash payment is equal to $0 since the option exercise price was more than $1.675 at the effective time of the Merger. /s/ Steven R. Vigliotti, as attorney-in-fact 2009-12-01 -----END PRIVACY-ENHANCED MESSAGE-----