Verifone Systems Form 4 VERIFONE SYSTEMS / KAREN A AUSTIN ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

AUSTIN KAREN A

(Last) (First) (Middle)

C/O VERIFONE SYSTEMS, INC.

88 WEST PLUMERIA DRIVE

(Street)

SAN JOSE CA 95134

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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		14,394	D	(1)	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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
Restricted Stock Units(2)	$0.00	08/20/2018		D			9,650	08/20/2018(3)	(3)	Common Stock, par value $0.01 per share	9,650	(3)	0	D
Restricted Stock Units(4)	$0.00	08/20/2018		D			885	02/15/2018	(5)	Common Stock, par value $0.01 per share	885	(5)	0	D
Restricted Stock Units(4)	$0.00	08/20/2018		D			1,301	11/15/2017	(5)	Common Stock, par value $0.01 per share	1,301	(5)	0	D
Restricted Stock Units(4)	$0.00	08/20/2018		D			1,235	08/15/2017	(5)	Common Stock, par value $0.01 per share	1,235	(5)	0	D
Restricted Stock Units(4)	$0.00	08/20/2018		D			1,277	05/15/2017	(5)	Common Stock, par value $0.01 per share	1,277	(5)	0	D
Restricted Stock Units(4)	$0.00	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)	$0.00	08/20/2018		D			1,190	02/15/2017	(5)	Common Stock, par value $0.01 per share	1,190	(5)	0	D

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 Ms. Austin was converted into the right to receive $23.04 in cash, without interest.

2. Represents restricted stock units subject only to service-based vesting conditions (a "Company RSU") under the Company's stock plans.

3. 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, and otherwise remains subject to the same vesting schedule that applied 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.

Remarks:

	/s/ Karen Austin, by Vik Varma, her Attorney-in-Fact	08/21/2018
	** Signature of Reporting Person	Date
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