Sec Form 4 Filing - HENSKE ROBERT B @ VERIFONE SYSTEMS, INC. - 2018-08-20

Insider filing report for Changes in Beneficial Ownership
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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
HENSKE ROBERT B
2. Issuer Name and Ticker or Trading Symbol
VERIFONE SYSTEMS, INC. [ PAY]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(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 JOSE, CA95134
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 33,000 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) $ 16.8 08/20/2018 D 9,000 07/01/2014 07/01/2020 Common Stock, par value $0.01 per share 9,000 ( 2 ) ( 3 ) 0 D
Restricted Stock Units ( 4 ) $ 0 08/20/2018 D 9,650 08/20/2018( 5 ) ( 5 ) Common Stock, par value $0.01 per share 9,650 ( 5 ) 0 D
Restricted Stock Units ( 4 ) $ 0 08/20/2018 D 8,484 04/03/2018 ( 5 ) Common Stock, par value $0.01 per share 8,484 ( 5 ) 0 D
Restricted Stock Units ( 4 ) $ 0 08/20/2018 D 6,556 04/01/2017 ( 5 ) Common Stock, par value $0.01 per share 6,556 ( 5 ) 0 D
Restricted Stock Units ( 4 ) $ 0 08/20/2018 D 3,500 08/01/2014 ( 5 ) Common Stock, par value $0.01 per share 3,500 ( 5 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HENSKE ROBERT B
C/O VERIFONE SYSTEMS, INC.
88 WEST PLUMERIA DRIVE
SAN JOSE, CA95134
X
Signatures
/s/ Robert Henske, 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. Henske 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;
( 3 )(Continued from Footnote 2) and (b) each outstanding unvested option (or unvested portion thereof) to purchase Shares (each, an "Unvested Company Option") 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, which remains subject to the same vesting schedule that applied to such Unvested Company Option immediately prior to the Effective Time.
( 4 )Represents deferred stock units of the Company (a "Company DSU") under the Company's Director Deferred Compensation Plan.
( 5 )At the Effective Time, each outstanding Company DSU was 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 Company DSU immediately prior to the Effective Time by (ii) $23.04.

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