Sec Form 4 Filing - D'Agostino Vincent @ VERIFONE SYSTEMS, INC. - 2018-08-20

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 D'Agostino Vincent 2. Issuer Name and Ticker or Trading Symbol VERIFONE SYSTEMS, INC. [ PAY] 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 (Last) (First) (Middle) C/O VERIFONE SYSTEMS, INC., 88 WEST PLUMERIA DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 08/20/2018 (Street) SAN JOSE95134 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, par value $0.01 per share 08/20/2018 D 26,469 D 0 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 Stock Option (right to buy) $ 17.68 08/20/2018 D 25,000 08/20/2018( 2 )( 3 ) 01/02/2025 Common Stock, par value $0.01 per share 25,000 ( 2 ) ( 3 ) 0 D Restricted Stock Units ( 4 ) $ 0 08/20/2018 D 5,991 08/20/2018( 5 ) ( 5 ) Common Stock, par value $0.01 per share 5,991 ( 5 ) 0 D Restricted Stock Units ( 4 ) $ 0 08/20/2018 D 863 08/20/2018( 5 ) ( 5 ) Common Stock, par value $0.01 per share 863 ( 5 ) 0 D Restricted Stock Units ( 4 ) $ 0 08/20/2018 D 14,493 08/20/2018( 5 ) ( 5 ) Common Stock, par value $0.01 per share 14,493 ( 5 ) 0 D Restricted Stock Units ( 4 ) $ 0 08/20/2018 D 22,595 08/20/2018( 5 ) ( 5 ) Common Stock, par value $0.01 per share 22,595 ( 5 ) 0 D Restricted Stock Units ( 4 ) $ 0 08/20/2018 D 9,709 08/20/2018( 5 ) ( 5 ) Common Stock, par value $0.01 per share 9,709 ( 5 ) 0 D Restricted Stock Units ( 6 ) $ 0 08/20/2018 D 16,228 08/20/2018( 7 ) ( 7 ) Common Stock, par value $0.01 per share 16,228 ( 7 ) 0 D Restricted Stock Units ( 6 ) $ 0 08/20/2018 D 20,274 08/20/2018( 7 ) ( 7 ) Common Stock, par value $0.01 per share 20,274 ( 7 ) 0 D Restricted Stock Units ( 6 ) $ 0 08/20/2018 D 23,585 08/20/2018( 7 ) ( 7 ) Common Stock, par value $0.01 per share 23,585 ( 7 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other D'Agostino Vincent C/O VERIFONE SYSTEMS, INC. 88 WEST PLUMERIA DRIVE SAN JOSE95134 EVP, Chief Strategy Officer Signatures /s/ Vincent D'Agostino, by Vik Varma, his Attorney-in-Fact 08/21/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )At the effective time of the merger contemplated by the Agreement and Plan of Merger, dated as of April 9, 2018, by and among VeriFone Systems, Inc. (the "Company"), Vertex Holdco LLC, and Vertex Merger Sub LLC (the "Effective Time"), each issued and outstanding share of common stock of the Company (each, a "Share") held by Mr. D'Agostino was converted into the right to receive $23.04 in cash, without interest. ( 2 )At the Effective Time, (a) each outstanding vested option (or vested portion thereof) to purchase Shares (each, a "Vested Company Option") was cancelled and converted into the right to receive (without interest), no later than three business days after the Effective Time, an amount in cash equal to the product obtained by multiplying (i) the total number of Shares subject to such Vested Company Option immediately prior to the Effective Time by (ii) the excess, if any, of $23.04 over the exercise price per Share of such Vested Company Option, less withholding taxes; and (b) each outstanding unvested option (or unvested portion thereof) to purchase Shares (each, an "Unvested Company Option") ( 3 )(Continued from Footnote 2) was cancelled and converted into the right to receive an amount in cash, without interest, equal to the product obtained by multiplying (i) the total number of Shares subject to such Unvested Company Option immediately prior to the Effective Time by (ii) the excess, if any, of (A) $23.04 over (B) the exercise price per Share of such Unvested Company Option less withholding taxes, which remains subject to the same vesting schedule that applied to such Unvested Company Option immediately prior to the Effective Time. ( 4 )Represents restricted stock units subject only to service-based vesting conditio ns (a "Company RSU") under the Company's stock plans. ( 5 )At the Effective Time, each outstanding Company RSU under the Company's stock plans was converted into the right to receive an amount in cash (without interest) equal to the product obtained by multiplying (i) the total number of Shares subject to such Company RSU immediately prior to the Effective Time by (ii) $23.04, less withholding taxes, and otherwise remains subject to the same vesting schedule that applied immediately prior to the Effective Time. ( 6 )Represents restricted stock units subject to performance-based vesting conditions (a "Company P-RSU") under the Company's stock plans. ( 7 )At the Effective Time, each outstanding Company P-RSU was converted into the right to receive an amount in cash (without interest) equal to the product obtained by multiplying (i) the total number of Shares subject to such Company P-RSU immediately prior to the Effective Time based on the actual performance through the Effective Time by (ii) $23.04, less withholding taxes, and otherwise remains subject to the same vesting schedule that applied immediately prior to the Effective Time.

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.