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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D
(Amendment
No. 8)
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Under the Securities Exchange Act
of 1934*
(Name of Issuer)
Common
Stock, Par Value $0.001 Per Share
(Title of Class of
Securities)
(CUSIP Number)
Scott
A. Arenare, Esq.
Managing
Director and General Counsel
Warburg
Pincus LLC
450
Lexington Avenue
New
York, NY 10017
(212)
878-0600
(Name, Address and
Telephone Number of Person
Authorized to Receive Notices and Communications)
With
a copy to:
Steven
J. Gartner, Esq.
Robert
T. Langdon, Esq.
Willkie
Farr & Gallagher LLP
787
Seventh Avenue
New
York, NY 10019
(212)
728-8000
August
26, 2009
(Date of Event Which
Requires Filing of this Statement)
If the filing person has previously filed a statement
on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box:
o
Note
: Schedules filed in paper format shall include a
signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom
copies are to be sent.
* The remainder of this cover page shall be filled out
for a reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this
cover page shall not be deemed to be filed for the purpose of Section 18 of
the Securities Exchange Act of 1934 (Act) or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
CUSIP No.
670712108
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1
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Name of Reporting Persons
Warburg Pincus Private Equity IX, L.P.
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2
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Check the Appropriate Box
if a Member of a Group
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(a)
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o
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(b)
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x
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3
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SEC Use Only
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4
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Source of Funds
N/A
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5
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Check Box if Disclosure of Legal Proceedings Is
Required Pursuant to Item 2(d) or 2(e)
o
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6
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7
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Sole Voting Power
-0-
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8
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Shared Voting Power
21,625,227
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9
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Sole Dispositive Power
-0-
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10
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Shared Dispositive Power
21,625,227
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11
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Aggregate Amount
Beneficially Owned by Each Reporting Person
21,625,227
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12
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Check Box if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13
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Percent of Class
Represented by Amount in Row (11)
38.2%*
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14
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Type of Reporting Person
PN
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* Calculated based on 39,318,320 shares of
common stock outstanding as of August 6, 2009, as reported by NYFIX, Inc. in
its Form 10-Q for the quarterly period ended June 30, 2009.
2
CUSIP No.
670712108
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1
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Name of Reporting Persons
Warburg Pincus IX, LLC
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2
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Check the Appropriate Box
if a Member of a Group
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(a)
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o
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(b)
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x
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3
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SEC Use Only
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4
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Source of Funds
N/A
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5
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Check Box if Disclosure of Legal Proceedings Is
Required Pursuant to Item 2(d) or 2(e)
o
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6
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Citizenship or Place of Organization
New York
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7
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Sole Voting Power
-0-
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8
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Shared Voting Power
21,625,227
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9
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Sole Dispositive Power
-0-
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10
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Shared Dispositive Power
21,625,227
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11
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Aggregate Amount
Beneficially Owned by Each Reporting Person
21,625,227
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12
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Check Box if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13
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Percent of Class
Represented by Amount in Row (11)
38.2%*
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14
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Type of Reporting Person
OO
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* Calculated based on 39,318,320 shares of
common stock outstanding as of August 6, 2009, as reported by NYFIX, Inc. in
its Form 10-Q for the quarterly period ended June 30, 2009.
3
CUSIP No.
670712108
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1
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Name of Reporting Persons
Warburg Pincus Partners, LLC
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2
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Check the Appropriate Box
if a Member of a Group
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(a)
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o
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(b)
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x
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3
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SEC Use Only
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4
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Source of Funds
N/A
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5
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Check Box if Disclosure of Legal Proceedings Is
Required Pursuant to Item 2(d) or 2(e)
o
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6
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Citizenship or Place of Organization
New York
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7
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Sole Voting Power
-0-
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8
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Shared Voting Power
21,625,227
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9
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Sole Dispositive Power
-0-
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10
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Shared Dispositive Power
21,625,227
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11
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Aggregate Amount
Beneficially Owned by Each Reporting Person
21,625,227
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12
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Check Box if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13
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Percent of Class
Represented by Amount in Row (11)
38.2%*
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14
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Type of Reporting Person
OO
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* Calculated based on 39,318,320 shares of
common stock outstanding as of August 6, 2009, as reported by NYFIX, Inc. in
its Form 10-Q for the quarterly period ended June 30, 2009.
4
CUSIP No.
670712108
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1
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Name of Reporting Persons
Warburg Pincus LLC
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2
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Check the Appropriate Box
if a Member of a Group
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(a)
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o
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(b)
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x
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3
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SEC Use Only
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4
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Source of Funds
N/A
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5
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Check Box if Disclosure of Legal Proceedings Is
Required Pursuant to Item 2(d) or 2(e)
o
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6
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Citizenship or Place of Organization
New York
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7
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Sole Voting Power
-0-
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8
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Shared Voting Power
21,625,227
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9
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Sole Dispositive Power
-0-
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10
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Shared Dispositive Power
21,625,227
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11
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Aggregate Amount Beneficially
Owned by Each Reporting Person
21,625,227
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12
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Check Box if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13
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Percent of Class
Represented by Amount in Row (11)
38.2%*
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14
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Type of Reporting Person
OO
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* Calculated based on 39,318,320 shares of
common stock outstanding as of August 6, 2009, as reported by NYFIX, Inc. in
its Form 10-Q for the quarterly period ended June 30, 2009.
5
CUSIP No.
670712108
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1
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Name of Reporting Persons
Warburg Pincus & Co.
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2
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Check the Appropriate Box
if a Member of a Group
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(a)
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o
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(b)
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x
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3
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SEC Use Only
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4
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Source of Funds
N/A
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5
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Check Box if Disclosure of Legal Proceedings Is
Required Pursuant to Item 2(d) or 2(e)
o
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6
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Citizenship or Place of Organization
New York
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7
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Sole Voting Power
-0-
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8
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Shared Voting Power
21,625,227
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9
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Sole Dispositive Power
-0-
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10
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Shared Dispositive Power
21,625,227
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11
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Aggregate Amount
Beneficially Owned by Each Reporting Person
21,625,227
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12
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Check Box if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13
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Percent of Class
Represented by Amount in Row (11)
38.2%*
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14
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Type of Reporting Person
PN
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* Calculated based on 39,318,320 shares of
common stock outstanding as of August 6, 2009, as reported by NYFIX, Inc. in
its Form 10-Q for the quarterly period ended June 30, 2009.
6
CUSIP No.
670712108
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1
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Name of Reporting Persons
Charles R. Kaye
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2
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Check the Appropriate Box
if a Member of a Group
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(a)
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o
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(b)
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x
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3
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SEC Use Only
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4
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Source of Funds
N/A
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5
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Check Box if Disclosure of Legal Proceedings Is Required
Pursuant to Item 2(d) or 2(e)
o
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6
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Citizenship or Place of Organization
United States of America
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7
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Sole Voting Power
-0-
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8
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Shared Voting Power
21,625,227
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9
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Sole Dispositive Power
-0-
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10
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Shared Dispositive Power
21,625,227
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11
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Aggregate Amount
Beneficially Owned by Each Reporting Person
21,625,227
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12
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Check Box if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13
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Percent of Class
Represented by Amount in Row (11)
38.2%*
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14
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Type of Reporting Person
IN
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* Calculated based on 39,318,320 shares of
common stock outstanding as of August 6, 2009, as reported by NYFIX, Inc. in
its Form 10-Q for the quarterly period ended June 30, 2009.
7
CUSIP No.
670712108
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1
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Name of Reporting Persons
Joseph P. Landy
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2
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Check the Appropriate Box
if a Member of a Group
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(a)
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o
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(b)
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x
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3
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SEC Use Only
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4
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Source of Funds
N/A
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5
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Check Box if Disclosure of Legal Proceedings Is
Required Pursuant to Item 2(d) or 2(e)
o
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6
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Citizenship or Place of Organization
United States of America
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7
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Sole Voting Power
-0-
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8
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Shared Voting Power
21,625,227
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9
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Sole Dispositive Power
-0-
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10
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Shared Dispositive Power
21,625,227
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11
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Aggregate Amount
Beneficially Owned by Each Reporting Person
21,625,227
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12
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Check Box if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13
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Percent of Class
Represented by Amount in Row (11)
38.2%*
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14
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Type of Reporting Person
IN
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* Calculated based on 39,318,320 shares of
common stock outstanding as of August 6, 2009, as reported by NYFIX, Inc. in
its Form 10-Q for the quarterly period ended June 30, 2009.
8
This Amendment No. 8 to
Schedule 13D (this Amendment No. 8) is being filed with respect to the common
stock, par value $0.001 per share (the Common Stock), of NYFIX, Inc., a
Delaware corporation (the Issuer), to amend the Schedule 13D filed on October
19, 2006 (as amended by Amendment No. 1 thereto filed on May 10, 2007,
Amendment No. 2 thereto filed on July 3, 2007, Amendment No. 3 thereto filed on
January 4, 2008, Amendment No. 4 thereto filed on March 17, 2008, Amendment No.
5 thereto filed on July 2, 2008, Amendment No. 6 thereto filed on January 5,
2009, Amendment No. 7 thereto filed on July 1, 2009 and this Amendment No. 8,
the Schedule 13D). Capitalized terms
used but not defined herein have the meaning ascribed thereto in the Schedule
13D.
Item 2.
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Identity and Background
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The first sentence of Item 2(b) of the Schedule 13D is
hereby amended by replacing it in its entirety with the following:
(b) The
address of the principal business and principal office of each of the Reporting
Persons is 450 Lexington Avenue, New York, New York 10017.
Item 4.
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Purpose of Transaction
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Item 4 of the Schedule 13D is hereby amended to add
the following at the end of the discussion:
Voting Agreement
NYSE Technologies, Inc. (Buyer), a Delaware corporation, CBR
Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of
Buyer (Merger Sub), and Warburg Pincus Private Equity IX, L.P., a Delaware
limited partnership (WP IX), have entered into a Voting Agreement, dated as
of August 26, 2009 (the Voting Agreement).
The Voting Agreement
provides that, among other things, WP IX has agreed, on the terms and subject
to the conditions set forth therein, so long as the Voting Agreement has not
been validly terminated in accordance with its terms, that at any meeting of
the stockholders of the Issuer, WP IX will be present (in person or by proxy) and
it will vote or cause to be voted all of the shares of Common Stock and Series B
Preferred Stock beneficially owned by it (a) in favor of approval of (i) that
certain Agreement and Plan of Merger (the Merger Agreement) by and among
Buyer, Merger Sub and the Issuer and the transactions contemplated thereby,
including the merger of Merger Sub with and into the Issuer with the Issuer
surviving the merger as a wholly owned subsidiary of Buyer (the Merger), and (ii) any
other matter that is required to facilitate the transactions contemplated by
the Merger Agreement; (b) against any Acquisition Proposal (as defined in
the Merger Agreement); and (c) against any action or agreement that would
impair the ability of Buyer, Merger Sub or the Issuer to complete the Merger,
or that would otherwise prevent, impede or delay the consummation of the
transactions contemplated by the Merger Agreement, provided that WP IX shall
only be required to vote such shares of Common Stock or Series B Preferred
Stock on a particular matter set forth in (a), (b)
9
or (c) above to the extent the class, series
or type of shares in question are entitled to vote.
The Voting Agreement provides that, on the terms and subject to the
conditions therein, WP IX has agreed to irrevocably appoint Buyer as its
attorney and proxy with full power of substitution and resubstitution, to the
full extent of WP IXs voting rights with respect to its Common Stock and Series B
Preferred Stock to vote all such Common Stock and Series B Preferred
Stock solely on matters described in the immediately preceding paragraph
hereof and in accordance with the Voting Agreement. The Voting Agreement provides that such
proxy shall remain valid until the valid termination of the Voting Agreement,
as described in the immediately following paragraph.
The Voting Agreement automatically terminates upon the earlier to
occur of (i) the termination of the Merger Agreement in accordance with
its terms, (ii) the consummation of the Merger, or (iii) the date
of any amendment, modification, change or waiver to the Merger Agreement
executed after the date of the Voting Agreement that provides (a) for
the holders of the Series B Preferred Stock to receive less than $50.134
per share of Series B Preferred Stock or (b) for any change in the
form of consideration payable pursuant to the Merger Agreement as in effect
on the date of the Voting Agreement, in each case, that is not consented to
in writing by WP IX in its sole discretion.
Letter Agreement
In
connection with the Merger, WP IX has entered into a letter agreement (the
Letter
Agreement
) with Buyer and the Issuer dated as of August 26, 2009
that provides, among other things, effective upon the Closing (as defined in
the Merger Agreement) and upon payment in cash to WP IX of the Preferred
Stock Merger Consideration (as defined below) simultaneously with the
Closing, that WP IX has agreed to receive $75,201,000 in cash in exchange for
all its owned shares of Series B Preferred Stock (the Preferred Stock
Merger Consideration) and that (a) the payment of the Preferred Stock
Merger Consideration shall be in lieu of its right to receive the Liquidation
Preference (as defined in the Certificate of Designations (as defined in the
Letter Agreement)) as provided by Section 5(c)(ii) of the
Certificate of Designations and any claims or rights to any accrued but
unpaid dividends (whether or not declared) and Future Dividends (as defined
in the Certificate of Designations) on the Series B Preferred Stock and (b) all
other obligations of the Issuer in respect of the Series B Preferred
Stock shall be fully satisfied, and all options, elections or rights set
forth in the Certificate of Designations shall be irrevocably waived, upon
payment by Buyer or Merger Sub of the Preferred Stock Merger
Consideration. In addition, the Letter
Agreement provides that WP IX has agreed, effective as of the date thereof,
to waive its rights to receive any dividends accrued but unpaid prior to or
after the date of the Letter Agreement in respect of any Series B
Preferred Stock, including, but not limited to, any dividends that would
otherwise be payable on December 31, 2009 pursuant to the Certificate of
Designations; provided, that if the Closing does not occur and the Merger
Agreement is terminated in accordance with its terms, then such waiver shall
be revoked and the Issuer shall pay to WP IX any such accrued but unpaid
dividends that, notwithstanding the waiver, were to be due and payable to WP
IX, and WP IX shall be entitled to all of its rights pursuant to the
Certificate of
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10
Designations.
The Letter Agreement terminates automatically upon the termination of
the Merger Agreement.
The
foregoing descriptions of the Voting Agreement and Letter Agreement do not
purport to be complete and are qualified in their entirety by reference to the
Voting Agreement and Letter Agreement, copies of which are attached,
respectively, as Exhibits 2 and 3 hereto, and the Voting Agreement and Letter
Agreement are incorporated herein in their entirety by reference thereto. This Amendment No. 8 does not purport to
amend, qualify or in any way modify such Voting Agreement or Letter Agreement.
Item 5.
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Interest in Securities of the Issuer
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Item 5(a) of the Schedule 13D is hereby amended and restated in
its entirety as follows:
(a) WP IX is the owner of (i) 1,500,000
shares of Series B Preferred Stock, (ii) a Warrant to purchase an
aggregate of 2,250,000 shares of Common Stock, subject to adjustment under
certain circumstances, and (iii) 4,375,227 shares of Common Stock. Each share of Series B Preferred Stock
is convertible in whole or in part, at any time and from time to time into 10
shares of Common Stock, subject to adjustment under certain circumstances. The Warrant is exercisable in whole or in
part, at any time and from time to time, until October 12, 2016.
Accordingly,
as of August 26, 2009, WP IX is deemed to beneficially own an aggregate of
21,625,227 shares of Common Stock, which represents approximately 38.2% of the
outstanding shares of Common Stock in accordance with Rule 13d-3(d) under
the Exchange Act. This percentage is
based on 39,318,320 shares of Common Stock outstanding as of August 6,
2009, as disclosed in the Issuers Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 2009.
Due
to their respective relationships with WP IX and each other, the Reporting
Persons may be deemed to beneficially own, in the aggregate, 21,625,227 shares
of Common Stock, which represents 38.2% of the outstanding shares of Common
Stock. Each of WP, WPP LLC, WP LLC, WP
IX LLC, Mr. Kaye and Mr. Landy disclaim beneficial ownership of such
Common Stock.
Each
of the Reporting Persons may be deemed to be a member of a group (as defined
in Section 13(d)(3) of the Exchange Act) with Buyer and each of the
Reporting Persons hereby disclaims that they are a member of a group (as
defined in Section 13(d)(3) of the Exchange Act) with Buyer and
disclaims beneficial ownership of any shares of Common Stock that may be
beneficially owned by Buyer.
Item
5(c) of the Schedule 13D is hereby amended and restated in its entirety as
follows:
No transactions in shares of
the Issuers Common Stock were effected by the Reporting Persons since the
filing of Amendment No. 7 to the Schedule 13D on July 1, 2009.
11
Item 6.
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Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
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Item 6
of the Schedule 13D is hereby amended by inserting the following at the end
thereof:
As described in Item 4
hereto, (a) WP IX, Buyer and Merger Sub have entered into the Voting
Agreement, and (b) WP IX, Buyer and the Issuer have entered into a Letter
Agreement. The information set forth in Item 4 with respect to the Voting
Agreement and Letter Agreement is incorporated into this Item 6 by reference.
Item 7.
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Material to be Filed as Exhibits
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Item 7 is hereby amended by inserting the following
at the end thereof:
Exhibit 2. Voting Agreement, dated as of August 26,
2009, by and among NYSE Technologies, Inc., CBR Acquisition Corp. and the
stockholders signatory thereto.
Exhibit 3. Letter Agreement, dated as of August 26,
2009, by and among NYSE Technologies, Inc., NYFIX, Inc. and Warburg
Pincus Private Equity IX, L.P.
[Remainder
of page intentionally left blank]
12
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated:
August 27, 2009
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WARBURG PINCUS PRIVATE EQUITY IX, L.P.
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By:
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Warburg
Pincus IX, LLC, its General Partner,
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By:
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Warburg
Pincus Partners, LLC, its Sole Member,
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By:
Warburg Pincus & Co., its Managing Member
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By:
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/s/
Scott A. Arenare
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Name:
Scott A. Arenare
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Title:
Partner
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WARBURG PINCUS IX, LLC
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By:
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Warburg
Pincus Partners, LLC, its Sole Member,
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By:
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Warburg
Pincus & Co., its Managing Member
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By:
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/s/
Scott A. Arenare
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Name:
Scott A. Arenare
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Title:
Partner
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WARBURG PINCUS PARTNERS, LLC
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By:
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Warburg
Pincus & Co., its Managing Member
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By:
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/s/
Scott A. Arenare
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Name:
Scott A. Arenare
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Title:
Partner
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WARBURG PINCUS LLC
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By:
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/s/
Scott A. Arenare
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Name:
Scott A. Arenare
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Title:
Managing Director
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13
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WARBURG PINCUS & CO.
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By:
|
/s/
Scott A. Arenare
|
|
|
Name:
Scott A. Arenare
|
|
|
Title:
Partner
|
|
|
|
|
|
|
|
|
|
By:
|
/s/
Scott A. Arenare
|
|
|
Name:
Charles R. Kaye
|
|
|
By:
Scott A. Arenare, Attorney-in-Fact*
|
|
|
|
|
|
|
|
|
|
By:
|
/s/
Scott A. Arenare
|
|
|
Name:
Joseph P. Landy
|
|
|
By:
Scott A. Arenare, Attorney-in-Fact**
|
* Power of Attorney given by Mr. Kaye was
previously filed with the SEC on March 2, 2006 as an exhibit to a Schedule
13D filed by Building Products, LLC with respect to Builders FirstSource, Inc.
** Power of Attorney given by Mr. Landy was
previously filed with the SEC on March 2, 2006 as an exhibit to a Schedule
13D filed by Building Products, LLC with respect to Builders FirstSource, Inc.
14
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