SEC Form 4 · accession 0000899243-18-023012
VERIFONE SYSTEMS, INC. · PAY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Vikram Varma
Officer — General Counsel and Secretary
Period of report
Aug 20, 2018
Accepted (ET)
Aug 22, 2018 · 2:51 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 | 45,733 | — | 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 | 25,000 | D | — | Oct 1, 2020 | Common Stock, par value $0.01 per share | 25,000 | 0 | D |
| Stock Option (right to buy)F2,F3 | $17.68 | Aug 20, 2018 | D | 5,000 | D | Aug 20, 2018 | Jan 2, 2025 | Common Stock, par value $0.01 per share | 5,000 | 0 | D |
| Restricted Stock UnitsF4,F5 | $0.00 | Aug 20, 2018 | D | 8,153 | D | Aug 20, 2018 | — | Common Stock, par value $0.01 per share | 8,153 | 0 | D |
| Restricted Stock UnitsF4,F5 | $0.00 | Aug 20, 2018 | D | 2,392 | D | Aug 20, 2018 | — | Common Stock, par value $0.01 per share | 2,392 | 0 | D |
| Restricted Stock UnitsF4,F5 | $0.00 | Aug 20, 2018 | D | 3,301 | D | Aug 20, 2018 | — | Common Stock, par value $0.01 per share | 3,301 | 0 | D |
| Restricted Stock UnitsF4,F5 | $0.00 | Aug 20, 2018 | D | 14,122 | D | Aug 20, 2018 | — | Common Stock, par value $0.01 per share | 14,122 | 0 | D |
| Restricted Stock UnitsF4,F5 | $0.00 | Aug 20, 2018 | D | 14,122 | D | Aug 20, 2018 | — | Common Stock, par value $0.01 per share | 14,122 | 0 | D |
| Restricted Stock UnitsF6,F7 | $0.00 | Aug 20, 2018 | D | 11,404 | D | Aug 20, 2018 | — | Common Stock, par value $0.01 per share | 11,404 | 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"), (a) each issued and outstanding share of common stock of the Company (each, a "Share") (other than 17,500 issued and outstanding Shares that were rolled over into common units of Vertex Holdco LLC ("Rollover Stock Awards")) held by Mr. Varma was converted into the right to receive $23.04 in cash, without interest; and (b) each Rollover Stock Award was cancelled and converted into 17,500 shares of common units of Vertex Holdco LLC.
- 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, 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,
- F3(Continued from Footnote 2) 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.
- F8The Vested Company Options underlying this grant are fully exercisable as they previously vested.