Statement of Changes in Beneficial Ownership (4)
January 04 2018 - 6:40PM
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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
*
D'Agostino Vincent
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2. Issuer Name
and
Ticker or Trading Symbol
VERIFONE SYSTEMS, INC.
[
PAY
]
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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)
EVP, Chief Strategy Officer
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(Last)
(First)
(Middle)
C/O VERIFONE SYSTEMS, INC., 88 W. PLUMERIA DRIVE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
1/2/2018
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(Street)
SAN JOSE, CA 95134
(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, par value $0.01 per share
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1/2/2018
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M
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432
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A
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$0.00
(1)
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15484
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D
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Common Stock, par value $0.01 per share
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1/2/2018
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F
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184
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D
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$17.68
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15300
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D
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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)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted Stock Units
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(1)
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1/2/2018
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M
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432
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(1)
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(1)
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Common Stock, par value $0.01 per share
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432
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$0.00
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1725
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D
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Stock Option (Right to Buy)
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$17.68
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1/2/2018
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A
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25000
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(2)
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1/2/2025
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Common Stock, par value $0.01 per share
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25000
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$17.68
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25000
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D
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Restricted Stock Units
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$0.00
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1/2/2018
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A
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22595
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(3)
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(3)
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Common Stock, par value $0.01 per share
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22595
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$0.00
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22595
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D
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Restricted Stock Units
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$0.00
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1/2/2018
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A
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23585
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(4)
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(4)
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Common Stock, par value $0.01 per share
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23585
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$0.00
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23585
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D
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Explanation of Responses:
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(1)
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On January 2, 2018, shares of the issuer's common stock underlying these restricted stock units became deliverable without the payment of any consideration and were delivered to the reporting person.
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(2)
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25% of these stock options will vest on the first anniversary of the grant date. Thereafter, 6.25% of these stock options will vest at the end of each subsequent three month period until these stock options have fully vested.
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(3)
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25% of these restricted stock units will vest on the first anniversary of the grant date. Thereafter, 6.25% of these restricted stock units will vest at the end of each subsequent three month period until these restricted stock units have fully vested.
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(4)
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The grant is subject to achievement of certain performance criteria prior to January 2, 2021 and will vest based on achievement of such criteria. The number of restricted stock units reported is the targeted amount to be achieved. Depending on the actual level of achievement, the reporting person may receive between 0% and 150% of such targeted amount.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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D'Agostino Vincent
C/O VERIFONE SYSTEMS, INC.
88 W. PLUMERIA DRIVE
SAN JOSE, CA 95134
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EVP, Chief Strategy Officer
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Signatures
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/s/Vincent D'Agostino, by Vik Varma, his Attorney-in-Fact
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1/4/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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