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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 | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| PARCELL DAVID 241 BROOKLANDS ROAD WEYBRIDGE, SURREY XO, X0 KT13 ORH |
Managing Director, EMEA | |||
| /s/ Peter D. Fante as Attorney in Fact for David Parcell | 07/08/2010 | |
| **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) | The Company repurchased these shares under the Officer Repurchase Program described in "Remarks" below, to enable the reporting person to make required tax payments resulting from the vesting on July 6, 2010 of 8,500 shares of common stock previously granted under the Company's Stock Incentive Compensation Plan on July 2, 2007 and reported on row 1 of Table I of the Form 4 filed on July 5, 2007. Such grant vested as a result of satisfaction of the Compliance Event Conditions described in "Remarks" below. |
| (2) | The Company repurchased these shares under the Officer Repurchase Program described in "Remarks" below, to enable the reporting person to make required tax payments resulting from the vesting on July 6, 2010 of 8,000 shares of common stock previously granted under the Company's Stock Incentive Compensation Plan on July 2, 2007 and reported on row 2 of Table I of the Form 4 filed on July 5, 2007. Such grant vested as a result of satisfaction of the Compliance Event Conditions described in "Remarks" below. |
| (3) | Each represents a contingent right to receive one share of Verint Common Stock on the applicable vesting date. As a result of the satisfaction of the Compliance Event Conditions described in "Remarks" below, the earned portion of the award vested on July 6, 2010. |
| (4) | The Company repurchased these shares under the Officer Repurchase Program described in "Remarks" below, to enable the reporting person to make required tax payments resulting from the vesting of the grant disclosed in the row directly above. |
| (5) | Each represents a contingent right to receive one share of Verint Common Stock on the applicable vesting date. As a result of the satisfaction of the Compliance Event Condition described in "Remarks" below, 2/3 of the award vested on July 6, 2010 and 1/3 will vest on May 28, 2011. |
| (6) | The Company repurchased these shares under the Officer Repurchase Program described in "Remarks" below, to enable the reporting person to make required tax payments resulting from the vesting of the grant disclosed in the row directly above. |
| (7) | Each represents a contingent right to receive one share of Verint Common Stock upon the applicable vesting date. As a result of the satisfaction of the Compliance Event Condition described in "Remarks" below, the earned portion of the first 2/3 of the award vested on July 6, 2010. The vesting of the remaining 1/3 of the award (which is not included in Table I) remains subject to the determination of the achievement of certain performance goals. |
| (8) | The Company repurchased these shares under the Officer Repurchase Program described in "Remarks" below, to enable the reporting person to make required tax payments resulting from the vesting of the grant disclosed in the row directly above. |
| Remarks: On November 24, 2009, our board of directors approved a limited stock repurchase program to enable us to offer to repurchase from each executive officer the number of shares necessary to satisfy such officer's minimum tax withholding obligation in connection with equity vesting-related tax events that occur during a company-imposed trading blackout (the Officer Repurchase Program). On June 4, 2010, the Officer Repurchase Program was extended through the date of our next meeting of stockholders at which a new equity incentive plan is approved. The awards reported on this Form 4 vested as a result of satisfaction of the conditions that (a) Verint become compliant with its reporting obligations under the Securities Exchange Act of 1934, as amended, (the "Exchange Act") and (b) shares of Verint's common stock be listed on The Nasdaq Global Market (the events in clauses (a) and (b) collectively referred to as the "Compliance Event Condition"). | |