0000899243-18-022990.txt : 20180822
0000899243-18-022990.hdr.sgml : 20180822
20180822143613
ACCESSION NUMBER: 0000899243-18-022990
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20180820
FILED AS OF DATE: 20180822
DATE AS OF CHANGE: 20180822
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Alspaugh Robert W
CENTRAL INDEX KEY: 0001365933
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-32465
FILM NUMBER: 181032248
MAIL ADDRESS:
STREET 1: C/O AUTOLIV INC
STREET 2: KLARABERGSVIADUKTEN 70, SECTION B7
CITY: STOCKHOLM
STATE: V7
ZIP: SE-111 64
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: VERIFONE SYSTEMS, INC.
CENTRAL INDEX KEY: 0001312073
STANDARD INDUSTRIAL CLASSIFICATION: CALCULATING & ACCOUNTING MACHINES (NO ELECTRONIC COMPUTERS) [3578]
IRS NUMBER: 043692546
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1220
BUSINESS ADDRESS:
STREET 1: 88 WEST PLUMERIA DRIVE
CITY: SAN JOSE
STATE: CA
ZIP: 95134
BUSINESS PHONE: (408) 232-7800
MAIL ADDRESS:
STREET 1: 88 WEST PLUMERIA DRIVE
CITY: SAN JOSE
STATE: CA
ZIP: 95134
FORMER COMPANY:
FORMER CONFORMED NAME: VeriFone Holdings, Inc.
DATE OF NAME CHANGE: 20041221
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2018-08-20
1
0001312073
VERIFONE SYSTEMS, INC.
PAY
0001365933
Alspaugh Robert W
C/O VERIFONE SYSTEMS, INC.
88 WEST PLUMERIA DRIVE
SAN JOSE
CA
95134
1
0
0
0
Common Stock, par value $0.01 per share
2018-08-20
4
D
0
14000
D
0
D
Stock Option (right to buy)
16.80
2018-08-20
4
D
0
9000
D
2014-07-01
2020-07-01
Common Stock, par value $0.01 per share
9000
0
D
Restricted Stock Units
0.00
2018-08-20
4
D
0
9650
D
2018-08-20
Common Stock, par value $0.01 per share
9650
0
D
Restricted Stock Units
0.00
2018-08-20
4
D
0
8484
D
2018-04-03
Common Stock, par value $0.01 per share
8484
0
D
Restricted Stock Units
0.00
2018-08-20
4
D
0
6556
D
2017-04-01
Common Stock, par value $0.01 per share
6556
0
D
Restricted Stock Units
0.00
2018-08-20
4
D
0
3500
D
2014-08-01
Common Stock, par value $0.01 per share
3500
0
D
Restricted Stock Units
0.00
2018-08-20
4
D
0
2000
D
2013-08-02
Common Stock, par value $0.01 per share
2000
0
D
At the effective time of the merger contemplated by the Agreement and Plan of Merger, dated as of April 9, 2018, by and among VeriFone Systems, Inc. (the "Company"), Vertex Holdco LLC, and Vertex Merger Sub LLC (the "Effective Time"), each issued and outstanding share of common stock of the Company (each, a "Share") held by Mr. Alspaugh was converted into the right to receive $23.04 in cash, without interest.
At the Effective Time, (a) each outstanding vested option (or vested portion thereof) to purchase Shares (each, a "Vested Company Option") was cancelled and converted into the right to receive (without interest), no later than three business days after the Effective Time, an amount in cash equal to the product obtained by multiplying (i) the total number of Shares subject to such Vested Company Option immediately prior to the Effective Time by (ii) the excess, if any, of $23.04 over the exercise price per Share of such Vested Company Option; and (b) each outstanding unvested option (or unvested portion thereof) to purchase Shares (each, an "Unvested Company Option") was cancelled and converted into the right to receive an amount in cash,
(Continued from Footnote 2) without interest, equal to the product obtained by multiplying (i) the total number of Shares subject to such Unvested Company Option immediately prior to the Effective Time by (ii) the excess, if any, of (A) $23.04 over (B) the exercise price per Share of such Unvested Company Option, which remains subject to the same vesting schedule that applied to such Unvested Company Option immediately prior to the Effective Time.
Represents deferred stock units of the Company (a "Company DSU") under the Company's Director Deferred Compensation Plan.
At the Effective Time, each outstanding Company DSU was converted into the right to receive (without interest), no later than three business days after the Effective Time, an amount in cash equal to the product obtained by multiplying (i) the total number of Shares subject to such Company DSU immediately prior to the Effective Time by (ii) $23.04.
/s/ Robert Alspaugh, by Vik Varma, his Attorney-in-Fact
2018-08-21