Initial Statement of Beneficial Ownership (3)
April 16 2021 - 4:27PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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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
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Valor Buyer LP |
2. Date of Event Requiring Statement (MM/DD/YYYY)
4/6/2021
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3. Issuer Name and Ticker or Trading Symbol
VERINT SYSTEMS INC [VRNT]
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(Last)
(First)
(Middle)
C/O APAX PARTNERS US, LLC, 601 LEXINGTON AVENUE |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director ___X___ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Street)
NEW YORK, NY 10022
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 4) | 2. Date Exercisable and Expiration Date (MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Series A Convertible Perpetual Preferred Stock | (1) | (1) | Common Stock, par value $0.001 | 5497526.11 (2) | (1) | D (3) | |
Series B Convertible Perpetual Preferred Stock | (4) | (4) | Common Stock, par value $0.001 | 3980099.5 (5) | (4) | D (3) | |
Explanation of Responses: |
(1) | Verint Systems Inc.'s (the "Issuer") Series A Convertible Perpetual Preferred Stock, par value $0.001 per share (the "Series A Preferred Stock"), is convertible at the option of a holder at any time into shares of the Issuer's common stock, par value $0.001 per share ("Common Stock") at an initial conversion price of $36.38 per share. The Series A Preferred Stock has no expiration date. |
(2) | Represents 5,497,526.11 shares of Common Stock issuable upon the conversion of 200,000 shares of Series A Preferred Stock directly held by Valor Buyer LP ("Valor Buyer") at an initial conversion price of $36.38 per share. |
(3) | Valor Buyer GP LLC ("Valor GP") is the general partner of Valor Buyer and 100% of the equity interests in Valor GP is held by Valor Topco Limited ("Valor Limited"). Apax X GP Co. Limited ("Apax Limited"), in its capacity as investment manager of the Apax X fund (other than Apax X EUR SCSp), holds 99.34% of the shares of Valor Limited. Apax X GP S.a r.l. ("Apax X"), in its capacity as managing general partner of Apax X EUR SCSp, holds 0.66% of the shares of Valor Limited. Apax Guernsey (Holdco) PCC Limited Apax X Cell ("Apax PCC") is the sole parent of Apax Limited and Apax X. As a result, Valor GP, Valor Limited, Apax Limited, Apax X and Apax PCC may be deemed to beneficially own, and have shared voting and dispositive power with respect to the underlying Common Stock. Valor GP, Valor Limited, Apax Limited, Apax X and Apax PCC disclaim beneficial ownership of the underlying Common Stock, except to the extent of their pecuniary interest therein. |
(4) | The Issuer's Series B Convertible Perpetual Preferred Stock, par value $0.001 per share (the "Series B Preferred Stock"), is convertible at the option of a holder at any time into shares of the Common Stock at an initial conversion price of $50.25 per share. The Series B Preferred Stock has no expiration date. |
(5) | Represents 3,980,099.50 shares of Common Stock issuable upon the conversion of 200,000 shares of Series B Preferred Stock directly held by Valor Buyer at an initial conversion price of $50.25 per share. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Valor Buyer LP C/O APAX PARTNERS US, LLC 601 LEXINGTON AVENUE NEW YORK, NY 10022 |
| X |
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Valor Topco Ltd P.O. BOX 656, EAST WING, TRAFALGAR COURT, LES BANQUES ST. PETER PORT, Y7 GY1 3PP |
| X |
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Apax X GP Co. Ltd THIRD FLOOR, ROYAL BANK PLACE, 1 GLATEGNY ESPLANADE ST. PETER PORT, Y7 GY1 2HJ |
| X |
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Apax Guernsey (Holdco) PCC Ltd THIRD FLOOR, ROYAL BANK PLACE, 1 GLATEGNY ESPLANADE ST. PETER PORT, Y7 GY1 2HJ |
| X |
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Apax X GP S.a r.l. 1-3 BOULEVARD DE LA FOIRE LUXEMBOURG, L-1528 |
| X |
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Valor Buyer GP LLC C/O APAX PARTNERS US, LLC 601 LEXINGTON AVENUE NEW YORK, NY 10022 |
| X |
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Signatures
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See Exhibit 99.1 | | 4/16/2021 |
**Signature of Reporting Person | Date |
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