4//SEC Filing
Rothman Marc E 4
Accession 0000899243-18-023006
CIK 0001312073other
Filed
Aug 21, 8:00 PM ET
Accepted
Aug 22, 2:45 PM ET
Size
26.4 KB
Accession
0000899243-18-023006
Insider Transaction Report
Form 4
Rothman Marc E
EVP, CFO
Transactions
- Disposition to Issuer
Restricted Stock Units
2018-08-20−10,650→ 0 totalExercise: $0.00From: 2018-08-20→ Common Stock, par value $0.01 per share (10,650 underlying) - Disposition to Issuer
Restricted Stock Units
2018-08-20−39,542→ 0 totalExercise: $0.00From: 2018-08-20→ Common Stock, par value $0.01 per share (39,542 underlying) - Disposition to Issuer
Restricted Stock Units
2018-08-20−28,850→ 0 totalExercise: $0.00From: 2018-08-20→ Common Stock, par value $0.01 per share (28,850 underlying) - Disposition to Issuer
Common Stock, par value $0.01 per share
2018-08-20−170,352→ 0 total - Disposition to Issuer
Stock Option (right to buy)
2018-08-20−50,000→ 0 totalExercise: $17.68From: 2018-08-20Exp: 2025-01-02→ Common Stock, par value $0.01 per share (50,000 underlying) - Disposition to Issuer
Restricted Stock Units
2018-08-20−25,363→ 0 totalExercise: $0.00From: 2018-08-20→ Common Stock, par value $0.01 per share (25,363 underlying) - Disposition to Issuer
Restricted Stock Units
2018-08-20−3,006→ 0 totalExercise: $0.00From: 2018-08-20→ Common Stock, par value $0.01 per share (3,006 underlying) - Disposition to Issuer
Restricted Stock Units
2018-08-20−41,274→ 0 totalExercise: $0.00From: 2018-08-20→ Common Stock, par value $0.01 per share (41,274 underlying) - Disposition to Issuer
Restricted Stock Units
2018-08-20−35,479→ 0 totalExercise: $0.00From: 2018-08-20→ Common Stock, par value $0.01 per share (35,479 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"), (a) each issued and outstanding share of common stock of the Company (each, a "Share") (other than 108,507 issued and outstanding Shares that were rolled over into common units of Vertex Holdco LLC ("Rollover Stock Awards")) held by Mr. Rothman was converted into the right to receive $23.04 in cash, without interest; and (b) each Rollover Stock Award was cancelled and converted into 108,507 shares of common units of Vertex Holdco LLC.
- [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;
- [F3](Continued from Footnote 2) 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, 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
Issuer
VERIFONE SYSTEMS, INC.
CIK 0001312073
Entity typeother
Related Parties
1- filerCIK 0001402025
Filing Metadata
- Form type
- 4
- Filed
- Aug 21, 8:00 PM ET
- Accepted
- Aug 22, 2:45 PM ET
- Size
- 26.4 KB