Apax X GP Form 3 VERINT SYSTEMS / X GP S.a r.l. Apax 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^*

Valor Buyer LP

(Last) (First) (Middle)

C/O APAX PARTNERS US, LLC

601 LEXINGTON AVENUE

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/06/2021

3. Issuer Name and Ticker or Trading Symbol
VERINT SYSTEMS INC [ VRNT ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

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

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

	Form filed by One Reporting Person
X	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)

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
Series A Convertible Perpetual Preferred Stock	(1)	(1)	Common Stock, par value $0.001	5,497,526.11(2)	(1)	D(3)
Series B Convertible Perpetual Preferred Stock	(4)	(4)	Common Stock, par value $0.001	3,980,099.5(5)	(4)	D(3)

1. Name and Address of Reporting Person^*

Valor Buyer LP

(Last) (First) (Middle)

C/O APAX PARTNERS US, LLC

601 LEXINGTON AVENUE

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Valor Topco Ltd

(Last) (First) (Middle)

P.O. BOX 656, EAST WING,

TRAFALGAR COURT, LES BANQUES

(Street)

ST. PETER PORT Y7 GY1 3PP

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Apax X GP Co. Ltd

(Last) (First) (Middle)

THIRD FLOOR, ROYAL BANK PLACE,

1 GLATEGNY ESPLANADE

(Street)

ST. PETER PORT Y7 GY1 2HJ

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Apax Guernsey (Holdco) PCC Ltd

(Last) (First) (Middle)

THIRD FLOOR, ROYAL BANK PLACE,

1 GLATEGNY ESPLANADE

(Street)

ST. PETER PORT Y7 GY1 2HJ

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Apax X GP S.a r.l.

(Last) (First) (Middle)

1-3 BOULEVARD DE LA FOIRE

(Street)

LUXEMBOURG, L-1528

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Valor Buyer GP LLC

(Last) (First) (Middle)

C/O APAX PARTNERS US, LLC

601 LEXINGTON AVENUE

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Explanation of Responses:

1. Verint Systems Inc.'s (the "Issuer") Series A Convertible Perpetual Preferred Stock, par value $0.001 per share (the "Series A Preferred Stock"), is convertible at the option of a holder at any time into shares of the Issuer's common stock, par value $0.001 per share ("Common Stock") at an initial conversion price of $36.38 per share. The Series A Preferred Stock has no expiration date.

2. Represents 5,497,526.11 shares of Common Stock issuable upon the conversion of 200,000 shares of Series A Preferred Stock directly held by Valor Buyer LP ("Valor Buyer") at an initial conversion price of $36.38 per share.

3. Valor Buyer GP LLC ("Valor GP") is the general partner of Valor Buyer and 100% of the equity interests in Valor GP is held by Valor Topco Limited ("Valor Limited"). Apax X GP Co. Limited ("Apax Limited"), in its capacity as investment manager of the Apax X fund (other than Apax X EUR SCSp), holds 99.34% of the shares of Valor Limited. Apax X GP S.a r.l. ("Apax X"), in its capacity as managing general partner of Apax X EUR SCSp, holds 0.66% of the shares of Valor Limited. Apax Guernsey (Holdco) PCC Limited Apax X Cell ("Apax PCC") is the sole parent of Apax Limited and Apax X. As a result, Valor GP, Valor Limited, Apax Limited, Apax X and Apax PCC may be deemed to beneficially own, and have shared voting and dispositive power with respect to the underlying Common Stock. Valor GP, Valor Limited, Apax Limited, Apax X and Apax PCC disclaim beneficial ownership of the underlying Common Stock, except to the extent of their pecuniary interest therein.

4. The Issuer's Series B Convertible Perpetual Preferred Stock, par value $0.001 per share (the "Series B Preferred Stock"), is convertible at the option of a holder at any time into shares of the Common Stock at an initial conversion price of $50.25 per share. The Series B Preferred Stock has no expiration date.

5. Represents 3,980,099.50 shares of Common Stock issuable upon the conversion of 200,000 shares of Series B Preferred Stock directly held by Valor Buyer at an initial conversion price of $50.25 per share.

Remarks:

	See Exhibit 99.1	04/16/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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