Sec Form 3 Filing - Valor Buyer LP @ VERINT SYSTEMS INC - 2021-04-06

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Valor Buyer LP
2. Issuer Name and Ticker or Trading Symbol
VERINT SYSTEMS INC [ VRNT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O APAX PARTNERS US, LLC, 601 LEXINGTON AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
04/06/2021
(Street)
NEW YORK, NY10022
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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
Series A Convertible Perpetual Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock, par value $0.001 5,497,526.11 ( 2 ) D ( 3 )
Series B Convertible Perpetual Preferred Stock ( 4 ) ( 4 ) ( 4 ) Common Stock, par value $0.001 3,980,099.5 ( 5 ) D ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Valor Buyer LP
C/O APAX PARTNERS US, LLC
601 LEXINGTON AVENUE
NEW YORK, NY10022
X
Valor Topco Ltd
P.O. BOX 656, EAST WING,
TRAFALGAR COURT, LES BANQUES
ST. PETER PORT, Y7GY1 3PP
X
Apax X GP Co. Ltd
THIRD FLOOR, ROYAL BANK PLACE,
1 GLATEGNY ESPLANADE
ST. PETER PORT, Y7GY1 2HJ
X
Apax Guernsey (Holdco) PCC Ltd
THIRD FLOOR, ROYAL BANK PLACE,
1 GLATEGNY ESPLANADE
ST. PETER PORT, Y7GY1 2HJ
X
Apax X GP S.a r.l.
1-3 BOULEVARD DE LA FOIRE
LUXEMBOURG,L-1528
X
Valor Buyer GP LLC
C/O APAX PARTNERS US, LLC
601 LEXINGTON AVENUE
NEW YORK, NY10022
X
Signatures
See Exhibit 99.1 04/16/2021
Signature of Reporting Person Date
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.

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