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