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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (right to buy) | $ 23 | 08/20/2018 | D | 500,000 | (8) | 09/30/2020 | Common Stock, par value $0.01 per share | 500,000 | (2) (3) | 0 | D | ||||
Restricted Stock Units (4) | $ 0 | 08/20/2018 | D | 141,219 | 08/20/2018(5) | (5) | Common Stock, par value $0.01 per share | 141,219 | (5) | 0 | D | ||||
Restricted Stock Units (4) | $ 0 | 08/20/2018 | D | 90,578 | 08/20/2018(5) | (5) | Common Stock, par value $0.01 per share | 90,578 | (5) | 0 | D | ||||
Restricted Stock Units (4) | $ 0 | 08/20/2018 | D | 26,625 | 08/20/2018(5) | (5) | Common Stock, par value $0.01 per share | 26,625 | (5) | 0 | D | ||||
Restricted Stock Units (4) | $ 0 | 08/20/2018 | D | 7,225 | 08/20/2018(5) | (5) | Common Stock, par value $0.01 per share | 7,225 | (5) | 0 | D | ||||
Restricted Stock Units (6) | $ 0 | 08/20/2018 | D | 147,406 | 08/20/2018(7) | (7) | Common Stock, par value $0.01 per share | 147,406 | (7) | 0 | D | ||||
Restricted Stock Units (6) | $ 0 | 08/20/2018 | D | 126,711 | 08/20/2018(7) | (7) | Common Stock, par value $0.01 per share | 126,711 | (7) | 0 | D | ||||
Restricted Stock Units (6) | $ 0 | 08/20/2018 | D | 108,187 | 08/20/2018(7) | (7) | Common Stock, par value $0.01 per share | 108,187 | (7) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Galant Paul C/O VERIFONE SYSTEMS, INC. 88 WEST PLUMERIA DRIVE SAN JOSE, CA 95134 |
X | CEO |
/s/ Paul Galant, by Vik Varma, his Attorney-in-Fact | 08/21/2018 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | At 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. |
(2) | At 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, |
(3) | (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. |
(4) | Represents restricted stock units subject only to service-based vesting conditions (a "Company RSU") under the Company's stock plans. |
(5) | At 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. |
(6) | Represents restricted stock units subject to performance-based vesting conditions (a "Company P-RSU") under the Company's stock plans. |
(7) | At 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. |
(8) | 25% 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. |