D'Agostino Vincent 4
4 · VERIFONE SYSTEMS, INC. · Filed Aug 22, 2018
Insider Transaction Report
Form 4
D'Agostino Vincent
EVP, Verifone Services
Transactions
- Disposition to Issuer
Common Stock, par value $0.01 per share
2018-08-20−26,469→ 0 total - Disposition to Issuer
Restricted Stock Units
2018-08-20−5,991→ 0 totalExercise: $0.00From: 2018-08-20→ Common Stock, par value $0.01 per share (5,991 underlying) - Disposition to Issuer
Restricted Stock Units
2018-08-20−16,228→ 0 totalExercise: $0.00From: 2018-08-20→ Common Stock, par value $0.01 per share (16,228 underlying) - Disposition to Issuer
Restricted Stock Units
2018-08-20−14,493→ 0 totalExercise: $0.00From: 2018-08-20→ Common Stock, par value $0.01 per share (14,493 underlying) - Disposition to Issuer
Restricted Stock Units
2018-08-20−22,595→ 0 totalExercise: $0.00From: 2018-08-20→ Common Stock, par value $0.01 per share (22,595 underlying) - Disposition to Issuer
Restricted Stock Units
2018-08-20−23,585→ 0 totalExercise: $0.00From: 2018-08-20→ Common Stock, par value $0.01 per share (23,585 underlying) - Disposition to Issuer
Stock Option (right to buy)
2018-08-20−25,000→ 0 totalExercise: $17.68From: 2018-08-20Exp: 2025-01-02→ Common Stock, par value $0.01 per share (25,000 underlying) - Disposition to Issuer
Restricted Stock Units
2018-08-20−863→ 0 totalExercise: $0.00From: 2018-08-20→ Common Stock, par value $0.01 per share (863 underlying) - Disposition to Issuer
Restricted Stock Units
2018-08-20−9,709→ 0 totalExercise: $0.00From: 2018-08-20→ Common Stock, par value $0.01 per share (9,709 underlying) - Disposition to Issuer
Restricted Stock Units
2018-08-20−20,274→ 0 totalExercise: $0.00From: 2018-08-20→ Common Stock, par value $0.01 per share (20,274 underlying)
Footnotes (7)
- [F1]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. D'Agostino was converted into the right to receive $23.04 in cash, without interest.
- [F2]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")
- [F3](Continued from Footnote 2) 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, 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.
- [F4]Represents restricted stock units subject only to service-based vesting conditions (a "Company RSU") under the Company's stock plans.
- [F5]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.
- [F6]Represents restricted stock units subject to performance-based vesting conditions (a "Company P-RSU") under the Company's stock plans.
- [F7]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.