SEC Form 4 · accession 0001209191-15-002431
VERIFONE SYSTEMS, INC. · PAY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jennifer Miles
Officer — President, Verifone Americas
Period of report
Jan 2, 2015
Accepted (ET)
Jan 6, 2015 · 5:49 pm EST
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 | Jan 2, 2015 | M | 1,538 | $0.00 | A | 2,021 | D | |
| Common Stock, par value $0.01 per share | Jan 2, 2015 | F | 819 | $37.35 | D | 1,202 | D | |
| Common Stock, par value $0.01 per shareF2 | Jan 5, 2015 | M | 715 | $0.00 | A | 1,917 | D | |
| Common Stock, par value $0.01 per share | Jan 5, 2015 | F | 381 | $36.96 | D | 1,536 | D | |
| Common Stock, par value $0.01 per share | Jan 6, 2015 | M | 4,375 | $19.99 | A | 5,911 | D | |
| Common Stock, par value $0.01 per share | Jan 6, 2015 | M | 3,647 | $14.29 | A | 9,558 | D | |
| Common Stock, par value $0.01 per shareF4 | Jan 6, 2015 | S | 8,022 | $36.72 | D | 1,536 | D | |
| Common Stock, par value $0.01 per share | Jan 6, 2015 | M | 6,250 | $7.68 | A | 7,786 | D | |
| Common Stock, par value $0.01 per shareF5 | Jan 6, 2015 | S | 6,250 | $36.67 | D | 1,536 | D | |
| Common Stock, par value $0.01 per shareF6 | Jan 6, 2015 | S | 1,053 | $36.86 | D | 483 | 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 UnitsF1 | $0.00 | Jan 2, 2015 | M | 1,538 | D | — | — | Common Stock, par value $0.01 per share | 1,538 | 12,300 | D |
| Restricted Stock UnitsF2 | $0.00 | Jan 5, 2015 | M | 715 | D | — | — | Common Stock, par value $0.01 per share | 715 | 0 | D |
| Restricted Stock UnitsF7 | $0.00 | Jan 2, 2015 | A | 13,750 | A | — | — | Common Stock, par value $0.01 per share | 13,750 | 13,750 | D |
| Restricted Stock UnitsF8 | $0.00 | Jan 2, 2015 | A | 13,750 | A | — | — | Common Stock, par value $0.01 per share | 13,750 | 13,750 | D |
| Stock Options (right to buy)F9 | $19.99 | Jan 6, 2015 | M | 4,375 | D | — | Sep 2, 2015 | Common Stock, par value $0.01 per share | 4,375 | 0 | D |
| Stock Options (right to buy)F9 | $7.68 | Jan 6, 2015 | M | 6,250 | D | — | Jul 1, 2016 | Common Stock, par value $0.01 per share | 6,250 | 0 | D |
| Stock Options (right to buy)F9 | $14.29 | Jan 6, 2015 | M | 3,647 | D | — | Nov 6, 2016 | Common Stock, par value $0.01 per share | 3,647 | 0 | D |
Explanation of responses
- F1On January 2, 2015, shares of the issuer's common stock underlying these restricted stock units became deliverable without the payment of any consideration and were delivered to the reporting person.
- F2On January 5, 2015, shares of the issuer's common stock underlying these restricted stock units became deliverable without the payment of any consideration and were delivered to the reporting person.
- F3Transaction effected pursuant to a Rule 10b5-1 Plan.
- F4Shares sold between $36.57 and $36.96 per share at a weighted average price of $36.72. The reporting person will provide to the Commission, the issuer and any stockholder, upon request, full information regarding the number of shares sold at each separate price.
- F5Shares sold between $36.55 and $36.92 per share at a weighted average price of $36.67. The reporting person will provide to the Commission, the issuer and any stockholder, upon request, full information regarding the number of shares sold at each separate price.
- F6Shares sold between $36.62 and $36.96 per share at a weighted average price of $36.86. The reporting person will provide to the Commission, the issuer and any stockholder, upon request, full information regarding the number of shares sold at each separate price.
- F725% of these restricted stock units will vest on the first anniversary of the grant date. 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.
- F8The grant is subject to achievement of certain performance criteria prior to January 2, 2018 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 200% of such targeted amount.
- F9The stock options underlying this grant are fully exercisable as they previously vested.