SEC Form 4 · accession 0000899243-18-023011
VERIFONE SYSTEMS, INC. · PAY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jane J. Thompson
Director
Period of report
Aug 20, 2018
Accepted (ET)
Aug 22, 2018 · 2:50 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 | 4,500 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF2,F3 | $0.00 | Aug 20, 2018 | D | 9,650 | D | Aug 20, 2018 | — | Common Stock, par value $0.01 per share | 9,650 | 0 | D |
| Restricted Stock UnitsF2,F3 | $0.00 | Aug 20, 2018 | D | 8,484 | D | Apr 3, 2018 | — | Common Stock, par value $0.01 per share | 8,484 | 0 | D |
| Restricted Stock UnitsF2,F3 | $0.00 | Aug 20, 2018 | D | 6,556 | D | Apr 1, 2017 | — | Common Stock, par value $0.01 per share | 6,556 | 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 Ms. Thompson was converted into the right to receive $23.04 in cash, without interest.
- F2Represents deferred stock units of the Company (a "Company DSU") under the Company's Director Deferred Compensation Plan.
- F3At 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.