Edgar Filing: VARMA VIKRAM

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â VARMA VIKRAM

2. Date of Event Requiring Statement (Month/Day/Year)
04/04/2018

3. Issuer Name and Ticker or Trading Symbol
VERIFONE SYSTEMS, INC. [PAY]

(Last)

(First)

(Middle)

C/O VERIFONE SYSTEMS, INC.,Â 88 W PLUMERIA DRIVE

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
General Counsel and Secretary

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

SAN JOSE,Â CAÂ 95134

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.01 per share	44,392	D	Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Non-Qualified Stock Option	Â ⁽¹⁾	07/01/2018	Common Stock, par value $0.01 per share	13,625	$ 44.1	D	Â
Non-Qualified Stock Option	Â ⁽¹⁾	10/01/2020	Common Stock, par value $0.01 per share	25,000	$ 23	D	Â
Non-Qualified Stock Option	Â ⁽²⁾	01/02/2025	Common Stock, per value $0.01 per share	5,000	$ 17.68	D	Â
Restricted Stock Units	Â ⁽³⁾	Â ⁽³⁾	Common Stock, par value $0.01 per share	3,600	$ ⁽⁴⁾	D	Â
Restricted Stock Units	Â ⁽⁵⁾	Â ⁽⁵⁾	Common Stock, par value $0.01 per share	9,571	$ ⁽⁴⁾	D	Â
Restricted Stock Units	Â ⁽⁶⁾	Â ⁽⁶⁾	Common Stock, par value $0.01 per share	6,603	$ ⁽⁴⁾	D	Â
Restricted Stock Units	Â ⁽⁷⁾	Â ⁽⁷⁾	Common Stock, par value $0.01 per share	11,404	$ ⁽⁴⁾	D	Â
Restricted Stock Units	Â ⁽⁸⁾	Â ⁽⁸⁾	Common Stock, par value $0.01 per share	13,044	$ ⁽⁴⁾	D	Â
Restricted Stock Units	Â ⁽⁹⁾	Â ⁽⁹⁾	Common Stock, par value $0.01 per share	14,122	$ ⁽⁴⁾	D	Â
Restricted Stock Units	Â ⁽¹⁰⁾	Â ⁽¹⁰⁾	Common Stock, par value $0.01 per share	14,122	$ ⁽⁴⁾	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
VARMA VIKRAM C/O VERIFONE SYSTEMS, INC. 88 W PLUMERIA DRIVE SAN JOSE,Â CAÂ 95134	Â	Â	Â General Counsel and Secretary	Â

Signatures

/s/Vikram Varma		04/04/2018
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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 stock options underlying this grant are fully exercisable as they previously vested.
(2)	25% of these stock options will vest on January 2, 2019. Thereafter, 6.25% of these stock options will vest at the end of each subsequent three month period until these stock options have fully vested.
(3)	The grant consists of 3,600 restricted stock units, of which, 93.75% have vested and converted to Common Stock, par value $0.01 per share. The remainder of these restricted stock units will vest on July 1, 2018.
(4)	Each restricted stock unit converts, without payment, upon vesting into one share of Common Stock, par value $0.01 per share, which will be issued to the reporting person upon vesting.
(5)	The grant consists of 9,571 restricted stock units, of which, 68.75% have vested and converted to Common Stock, par value $0.01 per share. 6.25% of the restricted stock units underlying this grant will vest on July 1, 2018 and at the end of each subsequent three month period thereafter until these restricted stock units have fully vested.
(6)	The grant consists of 6,603 restricted stock units, of which, 43.75% have vested and converted to Common Stock, par value $0.01 per share. 6.25% of the restricted stock units underlying this grant will vest on July 1, 2018 and at the end of each subsequent three month period thereafter until these restricted stock units have fully vested.
(7)	The grant is subject to achievement of certain performance criteria prior to January 3, 2020 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 150% of such targeted amount.
(8)	The grant consists of 13,044 restricted stock units, of which, 31.25% have vested and converted to Common Stock, par value $0.01 per share. 6.25% of the restricted stock units underlying this grant will vest on July 3, 2018 and at the end of each subsequent three month period thereafter until these restricted stock units have fully vested.
(9)	100% of these restricted stock units will vest on January 2, 2021.
(10)	25% of these restricted stock units will vest on January 2, 2019. 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.

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