D'Agostino Vincent 4

Accession 0000899243-18-022996

CIK 0001312073other

View on SEC.gov Company Profile

Filed

Aug 21, 8:00 PM ET

Accepted

Aug 22, 2:39 PM ET

Size

28.4 KB

Accession

0000899243-18-022996

Insider Transaction Report

Form 4

Period: 2018-08-20

VERIFONE SYSTEMS, INC.PAY

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 total
Exercise: $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 total
Exercise: $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 total
Exercise: $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 total
Exercise: $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 total
Exercise: $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 total
Exercise: $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 total
Exercise: $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 total
Exercise: $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 total
Exercise: $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.

Documents

1 file

4
doc4.xmlPrimary
FORM 4 SUBMISSION

Issuer

VERIFONE SYSTEMS, INC.

CIK 0001312073

→

Entity typeother

Related Parties

filerCIK 0001662006

Filing Metadata

Form type: 4
Filed: Aug 21, 8:00 PM ET
Accepted: Aug 22, 2:39 PM ET
Size: 28.4 KB

View on SEC.gov