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
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Tavakoli Nassrin 		2. Issuer Name and Ticker or Trading Symbol

Comverse, Inc. [ CNSI ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
SVP, CTO and R&D
(Last)          (First)          (Middle)

C/O COMVERSE, INC., 200 QUANNAPOWITT PARKWAY 		3. Date of Earliest Transaction (MM/DD/YYYY)

6/25/2014
(Street)

WAKEFIELD, MA 01880
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Common Stock   6/25/2014     A (1)    4719   A   (2) 14128   (3) D    
Common Stock   6/25/2014     F (4)    879   D $25.88   13249   (3) D    
Common Stock   6/25/2014     A (5)    6922   A   (2) 20171   (6) D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
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
Stock option (right to buy)   $25.88   6/25/2014     A      20000         (7) 6/25/2024   Common Stock   20000     (2) 20000   D    

Explanation of Responses:
( 1)  On June 25, 2014, the Compensation Committee of the Board of Directors of Comverse, Inc. ("Comverse") determined that two of the three performance conditions for a performance-based restricted stock unit award ("Performance RSU") award previously granted to the reporting person were satisfied, yielding an overall earnout of 70% of the target share opportunity. One half (1/2) of the shares of Comverse common stock underlying the earned portion of the Performance RSU were vested and delivered in settlement on such date, and the remaining one half (1/2) will vest and be delivered on June 21, 2015.
( 2)  Not applicable.
( 3)  Includes 8,751 shares of Comverse common stock deliverable in settlement of unvested restricted stock unit awards.
( 4)  Shares of Comverse common stock purchased by Comverse to cover tax liabilities in connection with the delivery of shares in settlement of one-half (1/2) of the earned portion of the Performance RSU.
( 5)  Represents shares of Comverse common stock deliverable in settlement of an award of restricted stock units with 2,308 of such shares to vest and be delivered on June 25, 2015 and 2,307 of such shares to vest and be delivered on each of June 25, 2016 and 2017.
( 6)  Includes 15,673 shares of Comverse common stock deliverable in settlement of unvested restricted stock unit awards.
( 7)  The stock option vests in three installments with 6,667 shares vesting on each of June 25, 2015 and 2016 and 6,666 shares vesting on June 25, 2017.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Tavakoli Nassrin
C/O COMVERSE, INC.
200 QUANNAPOWITT PARKWAY
WAKEFIELD, MA 01880

SVP, CTO and R&D

Signatures
/s/ Roy Luria as Attorney in Fact for Nassrin Tavakoli 6/27/2014
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
Xura, Inc. (NASDAQ:MESG)
Historical Stock Chart
From May 2024 to Jun 2024 Click Here for more Xura, Inc. Charts.
Xura, Inc. (NASDAQ:MESG)
Historical Stock Chart
From Jun 2023 to Jun 2024 Click Here for more Xura, Inc. Charts.