Statement of Changes in Beneficial Ownership (4)
February 02 2021 - 4:41PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
*
FANTE PETER |
2. Issuer Name and Ticker or Trading Symbol
VERINT SYSTEMS INC
[
VRNT
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Administrative Officer |
(Last)
(First)
(Middle)
175 BROADHOLLOW ROAD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/1/2021 |
(Street)
MELVILLE, NY 11747
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 2/1/2021 | | A | | 3750 (1) | A | $0 | 44325 | D | |
Common Stock | 2/1/2021 | | A | | 2500 (2) | A | $0 | 46825 (3) | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
(1) | Vesting of 3750 performance-based restricted stock units upon completion of the Company's separation into two independent publicly traded companies, incremental to the 3,750 restricted stock units previously disclosed on August 26, 2020 on Form 4. Each restricted stock unit represents the right to receive one share of the registrant's common stock on the day the shares are delivered. |
(2) | Grant of time-based restricted stock units vesting on November 1, 2021 which were previously subject to a performance condition that was satisfied upon the completion of the Company's separation into two independent publicly traded companies. Each restricted stock unit represents the right to receive one share of the registrant's common stock on the day the shares are delivered. |
(3) | The number of unvested awards held by the reporting person, including the number of shares being reported on this form that are vesting in connection with the closing of the Company's separation transaction, is subject to adjustment pursuant to the terms of the Employee Matters Agreement entered into in connection with the Company's separation transaction and will be updated on a future Form 4 after such adjustment has been finalized. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
FANTE PETER 175 BROADHOLLOW ROAD MELVILLE, NY 11747 |
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| Chief Administrative Officer |
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Signatures
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/s/ Peter D. Fante | | 2/2/2021 |
**Signature of Reporting Person | Date |
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