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^*

Galant Paul

(Last)

(First)

(Middle)

C/O VERIFONE SYSTEMS, INC.

88 WEST PLUMERIA DRIVE

(Street)

SAN JOSE

95134

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2018

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	08/20/2018		D		236,267	D	⁽¹⁾	0	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)
Stock Option (right to buy)	$23	08/20/2018		D			500,000	⁽⁸⁾	09/30/2020	Common Stock, par value $0.01 per share	500,000	⁽²⁾⁽³⁾	0	D
Restricted Stock Units⁽⁴⁾	$0.00	08/20/2018		D			141,219	08/20/2018⁽⁵⁾	⁽⁵⁾	Common Stock, par value $0.01 per share	141,219	⁽⁵⁾	0	D
Restricted Stock Units⁽⁴⁾	$0.00	08/20/2018		D			90,578	08/20/2018⁽⁵⁾	⁽⁵⁾	Common Stock, par value $0.01 per share	90,578	⁽⁵⁾	0	D
Restricted Stock Units⁽⁴⁾	$0.00	08/20/2018		D			26,625	08/20/2018⁽⁵⁾	⁽⁵⁾	Common Stock, par value $0.01 per share	26,625	⁽⁵⁾	0	D
Restricted Stock Units⁽⁴⁾	$0.00	08/20/2018		D			7,225	08/20/2018⁽⁵⁾	⁽⁵⁾	Common Stock, par value $0.01 per share	7,225	⁽⁵⁾	0	D
Restricted Stock Units⁽⁶⁾	$0.00	08/20/2018		D			147,406	08/20/2018⁽⁷⁾	⁽⁷⁾	Common Stock, par value $0.01 per share	147,406	⁽⁷⁾	0	D
Restricted Stock Units⁽⁶⁾	$0.00	08/20/2018		D			126,711	08/20/2018⁽⁷⁾	⁽⁷⁾	Common Stock, par value $0.01 per share	126,711	⁽⁷⁾	0	D
Restricted Stock Units⁽⁶⁾	$0.00	08/20/2018		D			108,187	08/20/2018⁽⁷⁾	⁽⁷⁾	Common Stock, par value $0.01 per share	108,187	⁽⁷⁾	0	D

Explanation of Responses:

1. 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. Galant was converted into the right to receive $23.04 in cash, without interest.

2. 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") was cancelled and converted into the right to receive an amount in cash, without interest,

3. (Continued from footnote 2) 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.

4. Represents restricted stock units subject only to service-based vesting conditions (a "Company RSU") under the Company's stock plans.

5. 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.

6. Represents restricted stock units subject to performance-based vesting conditions (a "Company P-RSU") under the Company's stock plans.

7. 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.

8. 25% of these Vested Company Options vested on the first anniversary of October 1, 2014. Thereafter, 6.25% of these Vested Company Options vested at the end of each subsequent three month period until these Vested Company Options had fully vested.

Remarks:

	/s/ Paul Galant, by Vik Varma, his Attorney-in-Fact	08/21/2018
	** Signature of Reporting Person	Date
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