SEC Form 4 · accession 0000899243-18-022998
VERIFONE SYSTEMS, INC. · PAY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Paul Galant
Officer — CEO · Director
Period of report
Aug 20, 2018
Accepted (ET)
Aug 22, 2018 · 2:40 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001312073
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.01 per shareF1 | Aug 20, 2018 | D | 236,267 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F2,F3,F8 | $23.00 | Aug 20, 2018 | D | 500,000 | D | — | Sep 30, 2020 | Common Stock, par value $0.01 per share | 500,000 | 0 | D |
| Restricted Stock UnitsF4,F5 | $0.00 | Aug 20, 2018 | D | 141,219 | D | Aug 20, 2018 | — | Common Stock, par value $0.01 per share | 141,219 | 0 | D |
| Restricted Stock UnitsF4,F5 | $0.00 | Aug 20, 2018 | D | 90,578 | D | Aug 20, 2018 | — | Common Stock, par value $0.01 per share | 90,578 | 0 | D |
| Restricted Stock UnitsF4,F5 | $0.00 | Aug 20, 2018 | D | 26,625 | D | Aug 20, 2018 | — | Common Stock, par value $0.01 per share | 26,625 | 0 | D |
| Restricted Stock UnitsF4,F5 | $0.00 | Aug 20, 2018 | D | 7,225 | D | Aug 20, 2018 | — | Common Stock, par value $0.01 per share | 7,225 | 0 | D |
| Restricted Stock UnitsF6,F7 | $0.00 | Aug 20, 2018 | D | 147,406 | D | Aug 20, 2018 | — | Common Stock, par value $0.01 per share | 147,406 | 0 | D |
| Restricted Stock UnitsF6,F7 | $0.00 | Aug 20, 2018 | D | 126,711 | D | Aug 20, 2018 | — | Common Stock, par value $0.01 per share | 126,711 | 0 | D |
| Restricted Stock UnitsF6,F7 | $0.00 | Aug 20, 2018 | D | 108,187 | D | Aug 20, 2018 | — | Common Stock, par value $0.01 per share | 108,187 | 0 | D |
Explanation of responses
- F1At 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. Galant was converted into the right to receive $23.04 in cash, without interest.
- F2At 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,
- F3(Continued from footnote 2) 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 less withholding taxes, which remains subject to the same vesting schedule that applied to such Unvested Company Option immediately prior to the Effective Time.
- F4Represents restricted stock units subject only to service-based vesting conditions (a "Company RSU") under the Company's stock plans.
- F5At 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.
- F6Represents restricted stock units subject to performance-based vesting conditions (a "Company P-RSU") under the Company's stock plans.
- F7At 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 otherwise remains subject to the same vesting schedule that applied immediately prior to the Effective Time.
- F825% of these Vested Company Options vested on the first anniversary of October 1, 2014. Thereafter, 6.25% of these Vested Company Options vested at the end of each subsequent three month period until these Vested Company Options had fully vested.