Verifone Systems Form 3 VERIFONE SYSTEMS / VIKRAM VARMA ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

VARMA VIKRAM

(Last) (First) (Middle)

C/O VERIFONE SYSTEMS, INC.

88 W PLUMERIA DRIVE

(Street)

SAN JOSE CA 95134

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/04/2018

3. Issuer Name and Ticker or Trading Symbol
VERIFONE SYSTEMS, INC. [ PAY ]

4. 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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.01 per share	44,392	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-Qualified Stock Option	(1)	07/01/2018	Common Stock, par value $0.01 per share	13,625	44.1	D
Non-Qualified Stock Option	(1)	10/01/2020	Common Stock, par value $0.01 per share	25,000	23	D
Non-Qualified Stock Option	(2)	01/02/2025	Common Stock, per value $0.01 per share	5,000	17.68	D
Restricted Stock Units	(3)	(3)	Common Stock, par value $0.01 per share	3,600	(4)	D
Restricted Stock Units	(5)	(5)	Common Stock, par value $0.01 per share	9,571	(4)	D
Restricted Stock Units	(6)	(6)	Common Stock, par value $0.01 per share	6,603	(4)	D
Restricted Stock Units	(7)	(7)	Common Stock, par value $0.01 per share	11,404	(4)	D
Restricted Stock Units	(8)	(8)	Common Stock, par value $0.01 per share	13,044	(4)	D
Restricted Stock Units	(9)	(9)	Common Stock, par value $0.01 per share	14,122	(4)	D
Restricted Stock Units	(10)	(10)	Common Stock, par value $0.01 per share	14,122	(4)	D

Explanation of Responses:

1. The stock options underlying this grant are fully exercisable as they previously vested.

2. 25% of these stock options will vest on January 2, 2019. Thereafter, 6.25% of these stock options will vest at the end of each subsequent three month period until these stock options have fully vested.

3. The grant consists of 3,600 restricted stock units, of which, 93.75% have vested and converted to Common Stock, par value $0.01 per share. The remainder of these restricted stock units will vest on July 1, 2018.

4. Each restricted stock unit converts, without payment, upon vesting into one share of Common Stock, par value $0.01 per share, which will be issued to the reporting person upon vesting.

5. The grant consists of 9,571 restricted stock units, of which, 68.75% have vested and converted to Common Stock, par value $0.01 per share. 6.25% of the restricted stock units underlying this grant will vest on July 1, 2018 and at the end of each subsequent three month period thereafter until these restricted stock units have fully vested.

6. The grant consists of 6,603 restricted stock units, of which, 43.75% have vested and converted to Common Stock, par value $0.01 per share. 6.25% of the restricted stock units underlying this grant will vest on July 1, 2018 and at the end of each subsequent three month period thereafter until these restricted stock units have fully vested.

7. The grant is subject to achievement of certain performance criteria prior to January 3, 2020 and will vest based on achievement of such criteria. The number of restricted stock units reported is the targeted amount to be achieved. Depending on the actual level of achievement, the reporting person may receive between 0% and 150% of such targeted amount.

8. The grant consists of 13,044 restricted stock units, of which, 31.25% have vested and converted to Common Stock, par value $0.01 per share. 6.25% of the restricted stock units underlying this grant will vest on July 3, 2018 and at the end of each subsequent three month period thereafter until these restricted stock units have fully vested.

9. 100% of these restricted stock units will vest on January 2, 2021.

10. 25% of these restricted stock units will vest on January 2, 2019. Thereafter, 6.25% of these restricted stock units will vest at the end of each subsequent three month period until these restricted stock units have fully vested.

Remarks:

	/s/Vikram Varma	04/04/2018
	** Signature of Reporting Person	Date
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 5 (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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