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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
NYFIX INC [ NYFX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/30/2009 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 11/30/2009 | D | 6,000(1) | D | $1.675(1) | 0 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Units | (2) | 11/30/2009 | D | 89,688(2) | (2) | (2) | Common Stock | 89,688 | $1.675(2) | 0 | D | ||||
Restricted Stock Units | (2) | 11/30/2009 | A | 50,000(2) | (2) | (2) | Common Stock | 50,000 | $0(2) | 50,000 | D | ||||
Restricted Stock Units | (2) | 11/30/2009 | D | 50,000(2) | (2) | (2) | Common Stock | 50,000 | $1.675(2) | 0 | D | ||||
Stock Option (right to buy) | $4.6 | 11/30/2009 | D | 118,631(3) | (3) | 10/02/2017 | Common Stock | 118,631 | $0(3) | 0 | D | ||||
Stock Option (right to buy) | $4.6 | 11/30/2009 | D | 181,369(3) | (3) | 10/02/2017 | Common Stock | 181,369 | $0(3) | 0 | D |
Explanation of Responses: |
1. 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. |
2. 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. |
3. 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 | 12/01/2009 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |