0000899243-18-022996.txt : 20180822
0000899243-18-022996.hdr.sgml : 20180822
20180822143956
ACCESSION NUMBER: 0000899243-18-022996
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: D'Agostino Vincent
CENTRAL INDEX KEY: 0001662006
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-32465
FILM NUMBER: 181032259
MAIL ADDRESS:
STREET 1: C/O VERIFONE SYSTEMS, INC.
STREET 2: 88 WEST PLUMERIA DRIVE
CITY: SAN JOSE
STATE: CA
ZIP: 95134
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
0001662006
D'Agostino Vincent
C/O VERIFONE SYSTEMS, INC.
88 WEST PLUMERIA DRIVE
SAN JOSE
95134
0
1
0
0
EVP, Chief Strategy Officer
Common Stock, par value $0.01 per share
2018-08-20
4
D
0
26469
D
0
D
Stock Option (right to buy)
17.68
2018-08-20
4
D
0
25000
D
2018-08-20
2025-01-02
Common Stock, par value $0.01 per share
25000
0
D
Restricted Stock Units
0.00
2018-08-20
4
D
0
5991
D
2018-08-20
Common Stock, par value $0.01 per share
5991
0
D
Restricted Stock Units
0.00
2018-08-20
4
D
0
863
D
2018-08-20
Common Stock, par value $0.01 per share
863
0
D
Restricted Stock Units
0.00
2018-08-20
4
D
0
14493
D
2018-08-20
Common Stock, par value $0.01 per share
14493
0
D
Restricted Stock Units
0.00
2018-08-20
4
D
0
22595
D
2018-08-20
Common Stock, par value $0.01 per share
22595
0
D
Restricted Stock Units
0.00
2018-08-20
4
D
0
9709
D
2018-08-20
Common Stock, par value $0.01 per share
9709
0
D
Restricted Stock Units
0.00
2018-08-20
4
D
0
16228
D
2018-08-20
Common Stock, par value $0.01 per share
16228
0
D
Restricted Stock Units
0.00
2018-08-20
4
D
0
20274
D
2018-08-20
Common Stock, par value $0.01 per share
20274
0
D
Restricted Stock Units
0.00
2018-08-20
4
D
0
23585
D
2018-08-20
Common Stock, par value $0.01 per share
23585
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. D'Agostino 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, less withholding taxes; and (b) each outstanding unvested option (or unvested portion thereof) to purchase Shares (each, an "Unvested Company Option")
(Continued from Footnote 2) was cancelled and converted into the right to receive an amount in cash, 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 less withholding taxes, which remains subject to the same vesting schedule that applied to such Unvested Company Option immediately prior to the Effective Time.
Represents restricted stock units subject only to service-based vesting conditions (a "Company RSU") under the Company's stock plans.
At the Effective Time, each outstanding Company RSU under the Company's stock plans was converted into the right to receive an amount in cash (without interest) equal to the product obtained by multiplying (i) the total number of Shares subject to such Company RSU immediately prior to the Effective Time by (ii) $23.04, less withholding taxes, and otherwise remains subject to the same vesting schedule that applied immediately prior to the Effective Time.
Represents restricted stock units subject to performance-based vesting conditions (a "Company P-RSU") under the Company's stock plans.
At the Effective Time, each outstanding Company P-RSU was converted into the right to receive an amount in cash (without interest) equal to the product obtained by multiplying (i) the total number of Shares subject to such Company P-RSU immediately prior to the Effective Time based on the actual performance through the Effective Time by (ii) $23.04, less withholding taxes, and otherwise remains subject to the same vesting schedule that applied immediately prior to the Effective Time.
/s/ Vincent D'Agostino, by Vik Varma, his Attorney-in-Fact
2018-08-21