4//SEC Filing
HART ALEX W 4
Accession 0000899243-18-022999
CIK 0001312073other
Filed
Aug 21, 8:00 PM ET
Accepted
Aug 22, 2:40 PM ET
Size
11.6 KB
Accession
0000899243-18-022999
Insider Transaction Report
Form 4
HART ALEX W
Director
Transactions
- Disposition to Issuer
Common Stock, par value $0.01 per share
2018-08-20−59,916→ 0 total - Disposition to Issuer
Restricted Stock Units
2018-08-20−9,650→ 0 totalExercise: $0.00From: 2018-08-20→ Common Stock, par value $0.01 per share (9,650 underlying) - Disposition to Issuer
Stock Option (right to buy)
2018-08-20−9,000→ 0 totalExercise: $16.80From: 2014-07-01Exp: 2020-07-01→ Common Stock, par value $0.01 per share (9,000 underlying)
Footnotes (5)
- [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. Hart 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; 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,
- [F3](Continued from Footnote 2) 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, 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, and otherwise remains subject to the same vesting schedule that applied immediately prior to the Effective Time.
Documents
Issuer
VERIFONE SYSTEMS, INC.
CIK 0001312073
Entity typeother
Related Parties
1- filerCIK 0001205419
Filing Metadata
- Form type
- 4
- Filed
- Aug 21, 8:00 PM ET
- Accepted
- Aug 22, 2:40 PM ET
- Size
- 11.6 KB