Edgar Filing: VERIFONE SYSTEMS, INC.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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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3235-0287

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January 31, 2005

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Bergeron Douglas

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

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

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Former CEO

(Last)

(First)

(Middle)

C/O VERIFONE SYSTEMS, INC., 2099 GATEWAY PLACE, SUITE 600

3. Date of Earliest Transaction (Month/Day/Year)
01/06/2014

(Street)

SAN JOSE, CA 95110

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

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 Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/06/2014		S		100,000	D	$ 25.3909 ⁽¹⁾	971,834	I	By Family Trust ⁽²⁾
Common Stock	01/06/2014		S		100,000	D	$ 25.3895 ⁽³⁾	627,000	I	By Children Trust ⁽⁴⁾
Common Stock	01/07/2014		S		46,606	D	$ 25.6012 ⁽⁵⁾	925,228	I	By Family Trust ⁽²⁾
Common Stock	01/07/2014		S		46,145	D	$ 25.6048 ⁽⁶⁾	580,855	I	By Children Trust ⁽⁴⁾
Common Stock	01/08/2014		S		50,000	D	$ 26.0443 ⁽⁷⁾	875,228	I	By Family Trust ⁽²⁾
Common Stock	01/08/2014		S		50,000	D	$ 26.0474 ⁽⁸⁾	530,855	I	By Children Trust ⁽⁴⁾
Common Stock	01/09/2014		S		50,000	D	$ 26.0002 ⁽⁹⁾	825,228	I	By Family Trust ⁽²⁾
Common Stock	01/09/2014		S		50,000	D	$ 26.0002 ⁽¹⁰⁾	480,855	I	By Children Trust ⁽⁴⁾
Common Stock	01/09/2014		S		50,000	D	$ 26.0278 ⁽¹¹⁾	775,228	I	By Family Trust ⁽²⁾
Common Stock	01/09/2014		S		50,000	D	$ 26.0116 ⁽¹²⁾	430,855	I	By Children Trust ⁽⁴⁾
Common Stock	01/10/2014		S		100,000	D	$ 26.8518 ⁽¹³⁾	675,228	I	By Family Trust ⁽²⁾
Common Stock	01/10/2014		S		100,000	D	$ 26.8513 ⁽¹⁴⁾	330,855	I	By Children Trust ⁽⁴⁾
Common Stock	01/13/2014		S		99,266	D	$ 27.6587 ⁽¹⁵⁾	575,962	I	By Family Trust ⁽²⁾
Common Stock	01/13/2014		S		98,776	D	$ 27.6594 ⁽¹⁶⁾	232,079	I	By Children Trust ⁽⁴⁾
Common Stock	01/14/2014		S		150,000	D	$ 28.882 ⁽¹⁷⁾	425,962	I	By Family Trust ⁽²⁾
Common Stock	01/14/2014		S		150,000	D	$ 28.8774 ⁽¹⁸⁾	82,079	I	By Children Trust ⁽⁴⁾
Common Stock	01/15/2014		S		15,160	D	$ 29.0941 ⁽¹⁹⁾	410,802	I	By Family Trust ⁽²⁾
Common Stock	01/15/2014		S		82,079	D	$ 29.0251 ⁽²⁰⁾	0	I	By Children Trust ⁽⁴⁾
Common Stock	01/15/2014		S		100,000	D	$ 29	28,000	I	By DGB Investments ⁽²¹⁾
Common Stock	01/16/2014		G	V	100,000	D	$ 29.085	310,802	I	By Family Trust ⁽²⁾
Common Stock	01/16/2014		S		20,177	D	$ 29.007 ⁽²²⁾	290,625	I	By Family Trust ⁽²⁾
Common Stock	01/16/2014		S		28,000	D	$ 29.0242 ⁽²³⁾	0	I	By DGB Investments ⁽²²⁾
Common Stock	01/17/2014		S		290,625	D	$ 29.0818 ⁽²⁴⁾	0	I	By Family Trust ⁽²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Bergeron Douglas C/O VERIFONE SYSTEMS, INC. 2099 GATEWAY PLACE, SUITE 600 SAN JOSE, CA 95110	X		Former CEO

Signatures

/s/ Douglas Bergeron		01/21/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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)	Represents the weighted average sale price for the entire number of shares sold. The sale prices range from $25.24 to $25.64 per share. Full information on the numbers of shares sold at each sale price is available upon request.
(2)	The securities are held in trusts for the benefit of members the reporting person's family. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the filing of this report is an admission that the reporting person is the beneficial ownership of these securities for the purposes of Section 16 or any other purpose.
(3)	Represents the weighted average sale price for the entire number of shares sold. The sale prices range from $25.26 to $25.64 per share. Full information on the numbers of shares sold at each sale price is available upon request.
(4)	The securities are held in an irrevocable trust managed by a third party trustee for the benefit of the reporting person's children, and over which neither the reporting person nor any of his family members has beneficial ownership. Although such shares were previously included in prior Form 4 filings, pursuant to the terms of the trust, the reporting person does not have beneficial ownership over the shares held by the trust.
(5)	Represents the weighted average sale price for the entire number of shares sold. The sale prices range from $25.42 to $25.86 per share. Full information on the numbers of shares sold at each sale price is available upon request.
(6)	Represents the weighted average sale price for the entire number of shares sold. The sale prices range from $25.43 to $25.86 per share. Full information on the numbers of shares sold at each sale price is available upon request.
(7)	Represents the weighted average sale price for the entire number of shares sold. The sale prices range from $25.42 to $25.63 per share. Full information on the numbers of shares sold at each sale price is available upon request.
(8)	Represents the weighted average sale price for the entire number of shares sold. The sale prices range from $25.63 to $26.42 per share. Full information on the numbers of shares sold at each sale price is available upon request.
(9)	Represents the weighted average sale price for the entire number of shares sold. The sale prices range from $26 to $26.09 per share. Full information on the numbers of shares sold at each sale price is available upon request.
(10)	Represents the weighted average sale price for the entire number of shares sold. The sale prices range from $26 to $26.06 per share. Full information on the numbers of shares sold at each sale price is available upon request.
(11)	Represents the weighted average sale price for the entire number of shares sold. The sale prices range from $26 to $26.09 per share. Full information on the numbers of shares sold at each sale price is available upon request.
(12)	Represents the weighted average sale price for the entire number of shares sold. The sale prices range from $26 to $26.055 per share. Full information on the numbers of shares sold at each sale price is available upon request.
(13)	Represents the weighted average sale price for the entire number of shares sold. The sale prices range from $26.25 to $27.59 per share. Full information on the numbers of shares sold at each sale price is available upon request.
(14)	Represents the weighted average sale price for the entire number of shares sold. The sale prices range from $26.25 to $27.59 per share. Full information on the numbers of shares sold at each sale price is available upon request.
(15)	Represents the weighted average sale price for the entire number of shares sold. The sale prices range from $27.5 to $27.89 per share. Full information on the numbers of shares sold at each sale price is available upon request.
(16)	Represents the weighted average sale price for the entire number of shares sold. The sale prices range from $27.5 to $27.88 per share. Full information on the numbers of shares sold at each sale price is available upon request.
(17)	Represents the weighted average sale price for the entire number of shares sold. The sale prices range from $28.53 to $29.37 per share. Full information on the numbers of shares sold at each sale price is available upon request.
(18)	Represents the weighted average sale price for the entire number of shares sold. The sale prices range from $28.53 to $29.36 per share. Full information on the numbers of shares sold at each sale price is available upon request.
(19)	Represents the weighted average sale price for the entire number of shares sold. The sale prices range from $29 to $29.36 per share. Full information on the numbers of shares sold at each sale price is available upon request.
(20)	Represents the weighted average sale price for the entire number of shares sold. The sale prices range from $29 to $29.36 per share. Full information on the numbers of shares sold at each sale price is available upon request.
(21)	The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for the purposes of Section 16 for any other purpose.
(22)	Represents the weighted average sale price for the entire number of shares sold. The sale prices range from $29 to $29.07 per share. Full information on the numbers of shares sold at each sale price is available upon request.
(23)	Represents the weighted average sale price for the entire number of shares sold. The sale prices range from $29 to $29.14 per share. Full information on the numbers of shares sold at each sale price is available upon request.
(24)	Represents the weighted average sale price for the entire number of shares sold. The sale prices range from $29 to $29.21 per share. Full information on the numbers of shares sold at each sale price is available upon request.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.