SEC FORM 4

SEC Form 4

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^*

FANTE PETER

(Last)

(First)

(Middle)

330 SOUTH SERVICE ROAD

(Street)

MELVILLE

11747

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
VERINT SYSTEMS INC [ VRNT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Legal Officer & CCO

3. Date of Earliest Transaction (Month/Day/Year)
11/19/2009

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	11/19/2009		A		5,800	A	$0	68,075	D
Common Stock⁽²⁾	11/19/2009		A		25,200	A	$0	68,075	D
Common Stock⁽³⁾	11/19/2009		A		3,491	A	$0	71,566	D
Common Stock⁽⁴⁾	11/19/2009		A		20,050	A	$0	91,616	D
Common Stock⁽⁵⁾	11/19/2009		A		6,683	A	$0	98,299	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. As previously disclosed on the Form 4 filed on July 5, 2007 (and included in column 5 of Table I at such time), each represents a contingent right to receive one share of Verint Common Stock on the applicable vesting date. As a result of the removal of the Compliance Event Condition described in "Remarks" below, 66% of the award vested on November 19, 2009 and the remaining portion of the award will vest on July 2, 2010.

2. As previously disclosed on the Form 4 filed on July 5, 2007 (and included in column 5 of Table I at such time), each represents a contingent right to receive one share of Verint Common Stock on the applicable vesting date. As a result of the removal of the Compliance Event Condition described in "Remarks" below, 50% of the award vested on November 19, 2009 and the remaining portion of the award will vest on July 2, 2010.

3. Each represents a contingent right to receive one share of Verint Common Stock on the applicable vesting date. As a result of the removal of the Compliance Event Condition described in "Remarks" below, the earned portion of the first 2/3 of the award vested on November 19, 2009. The vesting of the remaining 1/3 of the award (which is not included in Table I) remains subject to the determination of the achievement of certain peformance goals.

4. Each represents a contingent right to receive one share of Verint Common Stock on the applicable vesting date. As a result of the removal of the Compliance Event Condition described in "Remarks" below, 1/3 of the award vested on November 19, 2009, 1/3 will vest on April 3, 2010 and 1/3 will vest on May 28, 2011.

5. Each represents a contingent right to receive one share of Verint Common Stock upon the applicable vesting date. As a result of the removal of the Compliance Event Condition described in "Remarks" below, the earned portion of the first 1/3 of the award vested on November 19, 2009. The vesting of the remaining 2/3 of the award (which is not included in Table I) remains subject to the determination of the achievement of certain performance goals.

Remarks:

On November 19, 2009, the Company entered into an amendment with the reporting person relating to the time-based and performance-based equity awards made to the reporting person on July 2, 2007 and May 28, 2008 to remove the vesting conditions relating to the Company being current with its filings with the Securities Exchange Commission, relating to the Company being relisted on the Nasdaq (or a comparable national exchange) and relating to the Company having in place a new shareholder-approved equity plan or additional capacity under an existing shareholder-approved plan, or any subset thereof that may be present in such award agreements (collectively, the "Compliance Event Condition"), thereby allowing these equity awards to vest in accordance with their regular time-vesting or performance - vesting schedule, as specified in the applicable award agreements.

	/s/ Peter D. Fante	11/23/2009
	** 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).
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