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^*

Dumbrell Jeffrey C

(Last)

(First)

(Middle)

C/O VERIFONE SYSTEMS, INC.

2099 GATEWAY PLACE, SUITE 600

(Street)

SAN JOSE

95110

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
VERIFONE SYSTEMS, INC. [ PAY ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, EMEA & Asia

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2013

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, par value $0.01 per share	01/03/2013		M		3,125	A	$0⁽³⁾	41,283	D
Common Stock, par value $0.01 per share	01/03/2013		F		1,207	D	$30.31⁽³⁾	40,076	D
Common Stock, par value $0.01 per share	01/04/2013		M		2,411	A	$0⁽⁴⁾	42,487	D
Common Stock, par value $0.01 per share	01/04/2013		F		820	D	$30.83⁽⁴⁾	41,667	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)
Restricted Stock Units	$0	01/02/2013		A		24,600		⁽¹⁾	01/02/2020	Common Stock	24,600	$0	24,600	D
Restricted Stock Units	$0	01/02/2013		A	V	12,300		⁽²⁾	01/02/2020	Common Stock	12,300	$0	12,300	D
Restricted Stock Units	$0	01/02/2013		A	V	12,300		⁽²⁾	01/02/2020	Common Stock	12,300	$0	12,300	D
Restricted Stock Units	⁽³⁾	01/03/2013		M			3,125	⁽³⁾	⁽³⁾	Common Stock	3,125	$0	25,000	D
Restricted Stock Units	⁽⁴⁾	01/04/2013		M			2,411	⁽⁴⁾	⁽⁴⁾	Common Stock	2,411	$0	9,642	D

Explanation of Responses:

1. 25% of these restricted stock units will become exercisable on 1/2/2014 and thereafter 6.25% of these restricted stock units will become exercisable at the end of each subsequent three month period until these restricted stock units are fully vested.

2. The grant is subject to achievement of certain performance criteria prior to October 31, 2013 and will vest based on achievement of such criteria. The performance criteria are not tied to the market price of the Issuer's securities.

3. On January 3, 2013 shares of the issuer's common stock underlying these restricted stock units became deliverable without the payment of any consideration and were delivered to the reporting person.

4. On January 4, 2013 shares of the issuer's common stock underlying these restricted stock units became deliverable without the payment of any consideration and were delivered to the reporting person.

	/s/ Jeff Dumbrell, by Carolyn Belamide, his Attorney in Fact	01/04/2013
	** 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).
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