Sec Form 4 Filing - RODEN ALAN @ VERINT SYSTEMS INC - 2007-07-02

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

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1. Name and Address of Reporting Person RODEN ALAN 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) SVP, Corp Development & IR (Last) (First) (Middle) 330 SOUTH SERVICE ROAD 3. Date of Earliest Transaction (MM/DD/YY) 07/02/2007 (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 ( 1 ) 07/02/2007 A 6,000 A $ 0 10,000 D Common Stock ( 2 ) 07/02/2007 A 5,000 A $ 0 15,000 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 RODEN ALAN 330 SOUTH SERVICE ROAD MELVILLE, NY11747 SVP, Corp Development & IR Signatures /s/ Peter D. Fante as Attorney in Fact for Alan Roden 07/05/2007 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each represents a contingent right to receive one share of Verint common stock. 33% of the award vests on the later to occur of (1) March 15, 2008 and (2)(a) Verint becoming compliant with its reporting obligations under the Securities Exchange Act of 1934, as amended, (the "Exchange Act") and (b) shares of Verint's common stock being listed on one or more established stock exchanges or national market systems, including without limitation The Nasdaq Global Market (the events in clauses (a) and (b) collectively referred to as the "Compliance Event"); 33% on the later of (1) March 15, 2009 and (2) the Compliance Event; and 34% on the later of (1) July 2, 2010 and (2) the Compliance Event. ( 2 )Each represents a contingent right to receive one share of Verint common stock. The award vests (1) 50% on the later to occur of March 15, 2008 and the Compliance Event and (2) 50% on the later to occur of July 2, 2010 and the Compliance Event.

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).

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