Sec Form 4 Filing - Robinson Douglas @ VERINT SYSTEMS INC - 2021-02-01

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 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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Robinson Douglas 2. Issuer Name and Ticker or Trading Symbol VERINT SYSTEMS INC [ VRNT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) 175 BROADHOLLOW ROAD 3. Date of Earliest Transaction (MM/DD/YY) 02/01/2021 (Street) MELVILLE, NY11747 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 Common Stock 02/01/2021 A 3,750 ( 1 ) A $ 0 200,065 D Common Stock 02/01/2021 A 2,500 ( 2 ) A $ 0 202,565 ( 3 ) D

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Robinson Douglas 175 BROADHOLLOW ROAD MELVILLE, NY11747 Chief Financial Officer Signatures /s/ Peter D. Fante as Attorney in Fact for Douglas Robinson 02/02/2021 Signature of Reporting Person Date

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.

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 Number.