Item
1(a).
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Name
of Issuer:
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NYFIX,
Inc.
Item
1(b).
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Address
of Issuer’s Principal Executive
Offices:
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100 Wall
Street, New York, New York 10005
Item
2(a).
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Name
of Person Filing:
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This
statement is filed by Raging Capital Fund, LP, a Delaware limited partnership
(“Raging Capital Fund”), Raging Capital Fund (QP), LP, a Delaware limited
partnership (“Raging Capital Fund QP” and together with Raging Capital Fund, the
“Raging Funds”), Raging Capital Management, LLC, a Delaware limited liability
company (“Raging Capital”), and William C. Martin (“Mr.
Martin”). Each of the foregoing is referred to as a “Reporting
Person” and collectively as the “Reporting Persons.”
Raging
Capital is the general partner of each of the Raging Funds. Mr.
Martin is the managing member of Raging Capital. By virtue of these
relationships, each of Raging Capital and Mr. Martin may be deemed to
beneficially own the Issuer’s Common Stock, par value $0.001 per share, owned
directly by the Raging Funds.
Item
2(b).
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Address
of Principal Business Office or, if none,
Residence:
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The
principal business address of each of the Reporting Persons is 254 Witherspoon
Street, Princeton, New Jersey 08542.
The
Raging Funds and Raging Capital are organized under the laws of the State of
Delaware. Mr. Martin is a citizen of the United States of
America.
Item
2(d).
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Title
of Class of Securities:
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Common
Stock, par value $0.001 per share (the “Shares”).
670712108
Item
3.
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If
this statement is filed pursuant to Section 240.13d-1(b) or 240.13d-2(b)
or (c), check whether the person filing is
a:
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(a)
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/ /
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Broker
or dealer registered under Section 15 of the Act (15 U.S.C.
78o).
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(b)
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/ /
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Bank
as defined in Section 3(a)(6) of the Act (15 U.S.C.
78c).
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(c)
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/ /
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Insurance
company as defined in Section 3(a)(19) of the Act (15 U.S.C.
78c).
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(d)
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/ /
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Investment
company registered under Section 8 of the Investment Company Act of 1940
(15 U.S.C. 80a-8).
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(e)
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/ /
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Investment
adviser in accordance with Section
240.13d-1(b)(1)(ii)(E).
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(f)
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/ /
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Employee
benefit plan or endowment fund in accordance with Section
240.13d-1(b)(1)(ii)(F).
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(g)
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/ /
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Parent
holding company or control person in accordance with Section
240.13d-1(b)(1)(ii)(G).
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(h)
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/ /
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Savings
association as defined in Section 3(b) of the Federal Deposit Insurance
Act (12 U.S.C. 1813).
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(i)
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/ /
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Church
plan that is excluded from the definition of an investment company under
Section 3(c)(14) of the Investment Company Act (15 U.S.C.
80a-3).
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(j)
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/ /
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Non-U.S.
institution in accordance with Section
240.13d-1(b)(1)(ii)(J).
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(k)
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/ /
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Group,
in accordance with Section
240.13d-1(b)(1)(ii)(J).
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(a)
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Amount
beneficially owned:
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|
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2.7%
(based upon 38,709,688 Shares outstanding, which is the total number of
Shares outstanding as of May 6, 2009 as reported in the Issuer’s Quarterly
Report on Form 10-Q filed with the Securities and Exchange Commission on
May 11, 2009).
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(c)
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Number
of shares as to which such person
has:
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(i)
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Sole
power to vote or to direct the vote
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(ii)
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Shared
power to vote or to direct the vote
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(iii)
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Sole
power to dispose or to direct the disposition
of
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(iv)
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Shared
power to dispose or to direct the disposition
of
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(a)
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Amount
beneficially owned:
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2.4%
(based upon 38,709,688 Shares outstanding, which is the total number of
Shares outstanding as of May 6, 2009 as reported in the Issuer’s Quarterly
Report on Form 10-Q filed with the Securities and Exchange Commission on
May 11, 2009).
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(c)
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Number
of shares as to which such person
has:
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(i)
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Sole
power to vote or to direct the vote
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(ii)
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Shared
power to vote or to direct the vote
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(iii)
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Sole
power to dispose or to direct the disposition
of
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(iv)
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Shared
power to dispose or to direct the disposition
of
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(a)
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Amount
beneficially owned:
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|
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5.1%
(based upon 38,709,688 Shares outstanding, which is the total number of
Shares outstanding as of May 6, 2009 as reported in the Issuer’s Quarterly
Report on Form 10-Q filed with the Securities and Exchange Commission on
May 11, 2009).
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(c)
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Number
of shares as to which such person
has:
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(i)
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Sole
power to vote or to direct the vote
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(ii)
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Shared
power to vote or to direct the vote
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(iii)
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Sole
power to dispose or to direct the disposition
of
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(iv)
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Shared
power to dispose or to direct the disposition
of
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____________________
*
Consists
of the Shares owned directly by the Raging
Funds.
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(a)
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Amount
beneficially owned:
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5.1%
(based upon 38,709,688 Shares outstanding, which is the total number of
Shares outstanding as of May 6, 2009 as reported in the Issuer’s Quarterly
Report on Form 10-Q filed with the Securities and Exchange Commission on
May 11, 2009).
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(c)
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Number
of shares as to which such person
has:
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(i)
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Sole
power to vote or to direct the vote
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(ii)
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Shared
power to vote or to direct the vote
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(iii)
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Sole
power to dispose or to direct the disposition
of
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(iv)
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Shared
power to dispose or to direct the disposition
of
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*
Consists
of the Shares owned directly by the Raging
Funds.
As the
general partner of each of the Raging Funds, Raging Capital may be deemed to be
the beneficial owner of the Shares owned directly by the Raging
Funds. As the managing member of Raging Capital, Mr. Martin may be
deemed to be the beneficial owner of the Shares owned directly by the Raging
Funds.
The
filing of this Schedule 13G shall not be construed as an admission that the
Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange
Act of 1934, as amended, the beneficial owners of any of the Shares reported
herein. Each of the Reporting Persons specifically disclaims
beneficial ownership of the Shares reported herein that are not directly owned
by such Reporting Person.
Item
5.
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Ownership
of Five Percent or Less of a Class.
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If this
statement is being filed to report the fact that as of the date hereof the
reporting person has ceased to be the beneficial owner of more than five percent
of the class of securities, check the following
[ ].
Item
6.
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Ownership
of More than Five Percent on Behalf of Another
Person.
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Not
Applicable.
Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company or Control
Person.
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Not
Applicable.
Item
8.
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Identification
and Classification of Members of the
Group.
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See
Exhibit 99.1.
Item
9.
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Notice
of Dissolution of Group.
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Not
Applicable.
By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
SIGNATURES
After
reasonable inquiry and to the best of his knowledge and belief, each of the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: August
6, 2009
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Raging
Capital Fund, LP
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By:
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Raging
Capital Management, LLC
General
Partner
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By:
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/s/
William C. Martin
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Name:
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William
C. Martin
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Title:
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Managing
Member
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Raging
Capital Fund (QP), LP
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By:
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Raging
Capital Management, LLC
General
Partner
|
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By:
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/s/
William C. Martin
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Name:
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William
C. Martin
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Title:
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Managing
Member
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Raging
Capital Management, LLC
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By:
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/s/
William C. Martin
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Name:
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William
C. Martin
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Title:
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Managing
Member
|
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/s/
William C. Martin
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William
C. Martin
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