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^*

Miles Jennifer

(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)
	President, Verifone Americas

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2015

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	01/02/2015		M		1,538	A	$0.00⁽¹⁾	2,021	D
Common Stock, par value $0.01 per share	01/02/2015		F		819	D	$37.35	1,202	D
Common Stock, par value $0.01 per share	01/05/2015		M		715	A	$0.00⁽²⁾	1,917	D
Common Stock, par value $0.01 per share	01/05/2015		F		381	D	$36.96	1,536	D
Common Stock, par value $0.01 per share	01/06/2015		M⁽³⁾		4,375	A	$19.99	5,911	D
Common Stock, par value $0.01 per share	01/06/2015		M⁽³⁾		3,647	A	$14.29	9,558	D
Common Stock, par value $0.01 per share	01/06/2015		S⁽³⁾		8,022	D	$36.72⁽⁴⁾	1,536	D
Common Stock, par value $0.01 per share	01/06/2015		M⁽³⁾		6,250	A	$7.68	7,786	D
Common Stock, par value $0.01 per share	01/06/2015		S⁽³⁾		6,250	D	$36.67⁽⁵⁾	1,536	D
Common Stock, par value $0.01 per share	01/06/2015		S⁽³⁾		1,053	D	$36.86⁽⁶⁾	483	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	$0.00⁽¹⁾	01/02/2015		M			1,538	⁽¹⁾	⁽¹⁾	Common Stock, par value $0.01 per share	1,538	$0.00	12,300	D
Restricted Stock Units	$0.00⁽²⁾	01/05/2015		M			715	⁽²⁾	⁽²⁾	Common Stock, par value $0.01 per share	715	$0.00	0	D
Restricted Stock Units	$0.00	01/02/2015		A		13,750		⁽⁷⁾	⁽⁷⁾	Common Stock, par value $0.01 per share	13,750	$0.00	13,750	D
Restricted Stock Units	$0.00	01/02/2015		A		13,750		⁽⁸⁾	⁽⁸⁾	Common Stock, par value $0.01 per share	13,750	$0.00	13,750	D
Stock Options (right to buy)	$19.99	01/06/2015		M⁽³⁾			4,375	⁽⁹⁾	09/02/2015	Common Stock, par value $0.01 per share	4,375	$0.00	0	D
Stock Options (right to buy)	$7.68	01/06/2015		M⁽³⁾			6,250	⁽⁹⁾	07/01/2016	Common Stock, par value $0.01 per share	6,250	$0.00	0	D
Stock Options (right to buy)	$14.29	01/06/2015		M⁽³⁾			3,647	⁽⁹⁾	11/06/2016	Common Stock, par value $0.01 per share	3,647	$0.00	0	D

Explanation of Responses:

1. On January 2, 2015, 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.

2. On January 5, 2015, 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.

3. Transaction effected pursuant to a Rule 10b5-1 Plan.

4. Shares sold between $36.57 and $36.96 per share at a weighted average price of $36.72. The reporting person will provide to the Commission, the issuer and any stockholder, upon request, full information regarding the number of shares sold at each separate price.

5. Shares sold between $36.55 and $36.92 per share at a weighted average price of $36.67. The reporting person will provide to the Commission, the issuer and any stockholder, upon request, full information regarding the number of shares sold at each separate price.

6. Shares sold between $36.62 and $36.96 per share at a weighted average price of $36.86. The reporting person will provide to the Commission, the issuer and any stockholder, upon request, full information regarding the number of shares sold at each separate price.

7. 25% of these restricted stock units will vest on the first anniversary of the grant date. Thereafter, 6.25% of these restricted stock units will vest at the end of each subsequent three month period until these restricted stock units have fully vested.

8. The grant is subject to achievement of certain performance criteria prior to January 2, 2018 and will vest based on achievement of such criteria. The number of restricted stock units reported is the targeted amount to be achieved. Depending on the actual level of achievement, the reporting person may receive between 0% and 200% of such targeted amount.

9. The stock options underlying this grant are fully exercisable as they previously vested.

Remarks:

	/s/ Jennifer Miles, by Jun Zheng, her Attorney-in-Fact	01/06/2015
	** 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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