UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

(Amendment No. 1)*

Under the Securities Exchange Act of 1934

 

 

Fidelity National Information Services, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Titles of Class of Securities)

31620M106

(CUSIP Number)

December 31, 2016

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

☐	Rule 13d-1(b)

 

☒	Rule 13d-1(c)

 

☐	Rule 13d-1(d)

 

*	The remainder of this cover page shall be filled out of 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 in 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, as amended (the “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).

 

 

 

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CUSIP No. 31620M106		Schedule 13G		Page 2 of 10

 

1		NAME OF REPORTING PERSON   Silver Lake Group, L.L.C.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP a)  ☐        b)  ☐
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH:				5		SOLE VOTING POWER   - 0 -
				6		SHARED VOTING POWER   - 0 -
				7		SOLE DISPOSITIVE POWER   - 0 -
				8		SHARED DISPOSITIVE POWER   - 0 -

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   - 0 -
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   0%
12		TYPE OF REPORTING PERSON   OO

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CUSIP No. 31620M106		Schedule 13G		Page 3 of 10

 

1		NAME OF REPORTING PERSON   Silver Lake Technology Associates II, L.L.C.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP a)  ☐        b)  ☐
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH:				5		SOLE VOTING POWER   - 0 -
				6		SHARED VOTING POWER   - 0 -
				7		SOLE DISPOSITIVE POWER   - 0 -
				8		SHARED DISPOSITIVE POWER   - 0 -

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   - 0 -
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   0%
12		TYPE OF REPORTING PERSON   OO

 

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CUSIP No. 31620M106		Schedule 13G		Page 4 of 10

 

1		NAME OF REPORTING PERSON   Silver Lake Partners II, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP a)  ☐        b)  ☐
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH:				5		SOLE VOTING POWER   - 0 -
				6		SHARED VOTING POWER   - 0 -
				7		SOLE DISPOSITIVE POWER   - 0 -
				8		SHARED DISPOSITIVE POWER   - 0 -

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   - 0 -
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   0%
12		TYPE OF REPORTING PERSON   PN

 

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CUSIP No. 31620M106		Schedule 13G		Page 5 of 10

 

1		NAME OF REPORTING PERSON   Silver Lake Technology Investors II, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP a)  ☐        b)  ☐
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH:				5		SOLE VOTING POWER   - 0 -
				6		SHARED VOTING POWER   - 0 -
				7		SOLE DISPOSITIVE POWER   - 0 -
				8		SHARED DISPOSITIVE POWER   - 0 -

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   - 0 -
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   0%
12		TYPE OF REPORTING PERSON   PN

 

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Item 1(a).

Name of Issuer:

Fidelity National Information Services, Inc. (the “Issuer”)

 

Item 1(b).

Address of Issuer’s Principal Executive Offices:

601 Riverside Avenue

Jacksonville, Florida 32204

 

Item 2(a).

Name of Person Filing:

This Amendment No. 1 to Schedule 13G is being filed jointly by Silver Lake Group, L.L.C., a Delaware limited liability company (“SLG”), Silver Lake Technology Associates II, L.L.C., a Delaware limited liability company (“Associates II”), Silver Lake Partners II, L.P., a Delaware limited partnership (“Partners II”), and Silver Lake Technology Investors II, L.P., a Delaware limited partnership (“Investors II”) (each a “Reporting Person” and, together, the “Reporting Persons”), pursuant to an Agreement of Joint Filing incorporated by reference herein in accordance with Rule 13d-1(k)(1) under the Act.

 

Item 2(b).

Address of Principal Business Office or, if none, Residence:

The principal business address of each of the Reporting Persons is as follows:

c/o Silver Lake

2775 Sand Hill Road, Suite 100

Menlo Park, CA 94025

 

Item 2(c).

Citizenship:

See response to Item 4 of each of the cover pages.

 

Item 2(d).

Titles of Classes of Securities:

Common Stock, $0.01 par value (“Common Stock”).

 

Item 2(e).

CUSIP Number:

31620M106

Page 6 of 10

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Item 3.

If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a(n):

 

(a)		☐		Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78o).
(b)		☐		Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c).
(c)		☐		Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c).
(d)		☐		Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e)		☐		Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
(f)		☐		Employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
(g)		☐		Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
(h)		☐		Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (13 U.S.C. 1813).
(i)		☐		Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
(j)		☐		Non-U.S. institution, in accordance with § 240.13d-1(b)(1)(ii)(J).
(k)		☐		Group in accordance with §240.13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with §240. 13d-1(b)(1)(ii)(J), please specify the type of institution:             .

 

Item 4.

Ownership.

		(a)		Amount Beneficially Owned: 0
		(b)		Percent of Class: 0%
		(c)		Number of shares as to which such person has:
				(i)       Sole power to vote or to direct the vote: 0
				(ii)      Shared power to vote or to direct the vote: 0
				(iii)     Sole power to dispose or to direct the disposition of: 0
				(iv)     Shared power to dispose or to direct the disposition of: 0

Page 7 of 10

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Item 5.

Ownership of Five Percent or Less of a Class.

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.

Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not Applicable.

 

Item 8.

Identification and Classification of Members of the Group.

Not Applicable.

 

Item 9.

Notice of Dissolution of Group.

By virtue of a coordination agreement among private equity funds affiliated with Bain Capital, The Blackstone Group, Kohlberg Kravis Roberts & Co. L.P., Providence Equity Partners, Silver Lake Partners and TPG Capital (collectively, the “Shareholders”) and the obligations and rights thereunder, the Reporting Persons, the Shareholders and/or certain of their affiliates previously may have been deemed to constitute a “group” for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended. The Reporting Persons no longer hold any shares of Common Stock and no longer may be deemed a member of such a “group.” Certain of the Shareholders will continue to make separate Schedule 13G filings reporting their beneficial ownership of shares of Common Stock, if applicable.

 

Item 10.

Certification.

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, other than activities solely in connection with a nomination under § 240.14a-11.

Page 8 of 10

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SIGNATURE

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: February 10, 2017

 

 

Page 9 of 10

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Exhibit Index

 

Exhibit 1		Agreement of Joint Filing as required by Rule 13d-1(k)(1) under the Act.*

 

*

Incorporated herein by reference to the Agreement of Joint Filing by Silver Lake Group, L.L.C., Silver Lake Technology Associates II, L.L.C., Silver Lake Partners II, L.P. and Silver Lake Technology Investors II, L.P., dated as of December 10, 2015, which was previously filed with the Commission as Exhibit 1 to Schedule 13G filed by Silver Lake Group, L.L.C., Silver Lake Technology Associates II, L.L.C., Silver Lake Partners II, L.P. and Silver Lake Technology Investors II, L.P. on December 10, 2015.

Page 10 of 10