SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Ozayaz Bulent

(Last)

(First)

(Middle)

C/O VERIFONE SYSTEMS, INC.

2099 GATEWAY PLACE, SUITE 600

(Street)

SAN JOSE

95110

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2014

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President, VeriFone SERMEA

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.01 per share	2,434	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)	⁽¹⁾	01/02/2016	Common Stock, par value $0.01 per share	2,344	$5.3	D
Stock Option (right to buy)	⁽¹⁾	07/01/2016	Common Stock, par value $0.01 per share	1,563	$7.68	D
Stock Option (right to buy)	⁽¹⁾	11/06/2016	Common Stock, par value $0.01 per share	4,557	$14.29	D
Stock Option (right to buy)	⁽¹⁾	11/06/2016	Common Stock, par value $0.01 per share	4,557	$14.29	D
Stock Option (right to buy)	⁽¹⁾	11/06/2016	Common Stock, par value $0.01 per share	2,772	$14.29	D
Stock Option (right to buy)	⁽¹⁾	01/04/2017	Common Stock, par value $0.01 per share	6,875	$17.19	D
Stock Option (right to buy)	04/01/2014⁽²⁾	07/01/2017	Common Stock, par value $0.01 per share	5,000	$19.28	D
Stock Option (right to buy)	04/01/2014⁽³⁾	07/01/2018	Common Stock, par value $0.01 per share	17,000	$44.1	D
Stock Option (right to buy)	03/01/2014⁽⁴⁾	03/01/2019	Common Stock, par value $0.01 per share	25,000	$47.9	D
Restricted Stock Units	⁽⁵⁾	⁽⁵⁾	Common Stock, par value $0.01 per share	21,000	$0⁽⁸⁾	D
Restricted Stock Units	⁽⁶⁾	⁽⁶⁾	Common Stock, par value $0.01 per share	70,500	$0⁽⁸⁾	D
Restricted Stock Units	⁽⁷⁾	⁽⁷⁾	Common Stock, par value $0.01 per share	70,500	$0⁽⁸⁾	D

Explanation of Responses:

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

2. 87.5% of the stock options underlying this grant have vested. 6.25% of the stock options underlying this grant will vest on such date and at the end of each subsequent three month period thereafter until these stock options have fully vested.

3. 62.5% of the stock options underlying this grant have vested. 6.25% of the stock options underlying this grant will vest on such date and at the end of each subsequent three month period thereafter until these stock options have fully vested.

4. 43.75% of the stock options underlying this grant have vested. 6.25% of the stock options underlying this grant will vest on such date and at the end of each subsequent three month period thereafter until these stock options have fully vested.

5. The grant consists of 24,000 restricted stock units, of which 12.5% have vested and converted to Common Stock, par value $0.01 per share. 37.5% of the restricted stock units underlying this grant will vest in three equal annual installments commencing on March 1, 2014 and the remaining 50% will vest on March 1, 2015.

6. 100% of these restricted stock units will vest on August 1, 2015.

7. The grant is subject to achievement of certain performance criteria prior to April 30, 2014 and will vest based on achievement of such criteria. The performance criteria are not tied to the market price of the issuer's securities. The number of derivative securities reported is the targeted amount to be achieved. Depending on the actual level of achievement, the reporting person may receive between 0% and 100% of such targeted amount.

8. Each restricted stock unit converts, without payment, upon vesting into one share of Common Stock, par value $0.01 per share, which will be issued to the reporting person upon vesting.

Remarks:

Exhibit 24.1 Power of Attorney

	/s/ Bulent Ozayaz, by Jun Zheng, his Attorney-in-Fact	01/10/2014
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.