Sec Form 4 Filing - VARMA VIKRAM @ 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

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1. Name and Address of Reporting Person VARMA VIKRAM 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) General Counsel and Secretary (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 45,733 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) $ 23 08/20/2018 D 25,000 ( 8 ) 10/01/2020 Common Stock, par value $0.01 per share 25,000 ( 2 ) ( 3 ) 0 D Stock Option (right to buy) $ 17.68 08/20/2018 D 5,000 08/20/2018( 2 )( 3 ) 01/02/2025 Common Stock, par value $0.01 per share 5,000 ( 2 ) ( 3 ) 0 D Restricted Stock Units ( 4 ) $ 0 08/20/2018 D 8,153 08/20/2018( 5 ) ( 5 ) Common Stock, par value $0.01 per share 8,153 ( 5 ) 0 D Restricted Stock Units ( 4 ) $ 0 08/20/2018 D 2,392 08/20/2018( 5 ) ( 5 ) Common Stock, par value $0.01 per share 2,392 ( 5 ) 0 D Restricted Stock Units ( 4 ) $ 0 08/20/2018 D 3,301 08/20/2018( 5 ) ( 5 ) Common Stock, par value $0.01 per share 3,301 ( 5 ) 0 D Restricted Stock Units ( 4 ) $ 0 08/20/2018 D 14,122 08/20/2018( 5 ) ( 5 ) Common Stock, par value $0.01 per share 14,122 ( 5 ) 0 D Restricted Stock Units ( 4 ) $ 0 08/20/2018 D 14,122 08/20/2018( 5 ) ( 5 ) Common Stock, par value $0.01 per share 14,122 ( 5 ) 0 D Restricted Stock Units ( 6 ) $ 0 08/20/2018 D 11,404 08/20/2018( 7 ) ( 7 ) Common Stock, par value $0.01 per share 11,404 ( 7 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other VARMA VIKRAM C/O VERIFONE SYSTEMS, INC. 88 WEST PLUMERIA DRIVE SAN JOSE, CA95134 General Counsel and Secretary Signatures /s/ Vikram Varma 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"), (a) each issued and outstanding share of common stock of the Company (each, a "Share") (other than 17,500 issued and outstanding Shares that were rolled over into common units of Vertex Holdco LLC ("Rollover Stock Awards")) held by Mr. Varma was converted into the right to receive $23.04 in cash, without interest; and (b) each Rollover Stock Award was cancelled and converted into 17,500 shares of common units of Vertex Holdco LLC. ( 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") 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, ( 3 )(Continued from Footnote 2) 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 conditions (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 otherwi se remains subject to the same vesting schedule that applied immediately prior to the Effective Time. ( 8 )The Vested Company Options underlying this grant are fully exercisable as they previously vested.

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