SEC Filing | Verint Systems Inc.

View:

SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Valor Buyer LP

(Last)

(First)

(Middle)

C/O APAX PARTNERS US, LLC

601 LEXINGTON AVENUE

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/06/2021

3. Issuer Name and Ticker or Trading Symbol
VERINT SYSTEMS INC [ VRNT ]

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

Director	X	10% Owner
Officer (give title below)		Other (specify below)

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

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Convertible Perpetual Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock, par value $0.001	5,497,526.11⁽²⁾	⁽¹⁾	D⁽³⁾
Series B Convertible Perpetual Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock, par value $0.001	3,980,099.5⁽⁵⁾	⁽⁴⁾	D⁽³⁾

1. Name and Address of Reporting Person^*

Valor Buyer LP

(Last)

(First)

(Middle)

C/O APAX PARTNERS US, LLC

601 LEXINGTON AVENUE

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Valor Topco Ltd

(Last)

(First)

(Middle)

P.O. BOX 656, EAST WING,

TRAFALGAR COURT, LES BANQUES

(Street)

ST. PETER PORT

GY1 3PP

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Apax X GP Co. Ltd

(Last)

(First)

(Middle)

THIRD FLOOR, ROYAL BANK PLACE,

1 GLATEGNY ESPLANADE

(Street)

ST. PETER PORT

GY1 2HJ

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Apax Guernsey (Holdco) PCC Ltd

(Last)

(First)

(Middle)

THIRD FLOOR, ROYAL BANK PLACE,

1 GLATEGNY ESPLANADE

(Street)

ST. PETER PORT

GY1 2HJ

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Apax X GP S.a r.l.

(Last)

(First)

(Middle)

1-3 BOULEVARD DE LA FOIRE

(Street)

LUXEMBOURG,

L-1528

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Valor Buyer GP LLC

(Last)

(First)

(Middle)

C/O APAX PARTNERS US, LLC

601 LEXINGTON AVENUE

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Explanation of Responses:

1. Verint Systems Inc.'s (the "Issuer") Series A Convertible Perpetual Preferred Stock, par value $0.001 per share (the "Series A Preferred Stock"), is convertible at the option of a holder at any time into shares of the Issuer's common stock, par value $0.001 per share ("Common Stock") at an initial conversion price of $36.38 per share. The Series A Preferred Stock has no expiration date.

2. Represents 5,497,526.11 shares of Common Stock issuable upon the conversion of 200,000 shares of Series A Preferred Stock directly held by Valor Buyer LP ("Valor Buyer") at an initial conversion price of $36.38 per share.

3. Valor Buyer GP LLC ("Valor GP") is the general partner of Valor Buyer and 100% of the equity interests in Valor GP is held by Valor Topco Limited ("Valor Limited"). Apax X GP Co. Limited ("Apax Limited"), in its capacity as investment manager of the Apax X fund (other than Apax X EUR SCSp), holds 99.34% of the shares of Valor Limited. Apax X GP S.a r.l. ("Apax X"), in its capacity as managing general partner of Apax X EUR SCSp, holds 0.66% of the shares of Valor Limited. Apax Guernsey (Holdco) PCC Limited Apax X Cell ("Apax PCC") is the sole parent of Apax Limited and Apax X. As a result, Valor GP, Valor Limited, Apax Limited, Apax X and Apax PCC may be deemed to beneficially own, and have shared voting and dispositive power with respect to the underlying Common Stock. Valor GP, Valor Limited, Apax Limited, Apax X and Apax PCC disclaim beneficial ownership of the underlying Common Stock, except to the extent of their pecuniary interest therein.

4. The Issuer's Series B Convertible Perpetual Preferred Stock, par value $0.001 per share (the "Series B Preferred Stock"), is convertible at the option of a holder at any time into shares of the Common Stock at an initial conversion price of $50.25 per share. The Series B Preferred Stock has no expiration date.

5. Represents 3,980,099.50 shares of Common Stock issuable upon the conversion of 200,000 shares of Series B Preferred Stock directly held by Valor Buyer at an initial conversion price of $50.25 per share.

Remarks:

	See Exhibit 99.1	04/16/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

                                                                    Exhibit 99.1

                            Joint Filer Information

Name and Address of Joint Filer:             Valor Buyer LP

Address of Joint Filer:                      c/o Apax Partners US, LLC
                                             601 Lexington Avenue
                                             New York, NY 10022

Relationship of Joint Filer to Issuer:       member of 10% owner group

Issuer Name and Ticker or Trading Symbol:    VERINT SYSTEMS INC [ VRNT ]

Date of Event Requiring Statement
(Month/Day/Year):                            April 6, 2021

Designated Filer:                            Valor Buyer LP

Signature:

Valor Buyer LP
By: Valor GP LLC
Its: General Partner

By:     /s/ Jason Wright
        ----------------
Name:   Jason Wright
Title:  President

Dated: April 16, 2021


                            Joint Filer Information

                                  (continued)

Name and Address of Joint Filer:             Valor Buyer GP LLC

Address of Joint Filer:                      c/o Apax Partners US, LLC
                                             601 Lexington Avenue
                                             New York, NY 10022

Relationship of Joint Filer to Issuer:       member of 10% owner group

Issuer Name and Ticker or Trading Symbol:    VERINT SYSTEMS INC [ VRNT ]

Date of Event Requiring Statement
(Month/Day/Year):                            April 6, 2021

Designated Filer:                            Valor Buyer LP

Signature:

Valor Buyer GP LLC

By:     /s/ Jason Wright
        ----------------
Name:   Jason Wright
Title:  President

Dated: April 16, 2021


                            Joint Filer Information

                                  (continued)

Name and Address of Joint Filer:             Valor Topco Limited

Address of Joint Filer:                      P.O. Box 656, East Wing,
                                             Trafalgar Court
                                             Les Banques, St. Peter Port,
                                             Guernsey GY1 3PP

Relationship of Joint Filer to Issuer:       member of 10% owner group

Issuer Name and Ticker or Trading Symbol:    VERINT SYSTEMS INC [ VRNT ]

Date of Event Requiring Statement
(Month/Day/Year):                            April 6, 2021

Designated Filer:                            Valor Buyer LP

Signature:

Valor Topco Limited

By:     /s/ Gordon Purvis
        -----------------
Name:   Gordon Purvis
Title:  Director

Dated: April 16, 2021


                            Joint Filer Information

                                  (continued)

Name and Address of Joint Filer:             Apax X GP Co. Limited

Address of Joint Filer:                      Third Floor, Royal Bank Place,
                                             1 Glategny Esplanade,
                                             St. Peter Port, Guernsey, GY1 2HJ

Relationship of Joint Filer to Issuer:       member of 10% owner group

Issuer Name and Ticker or Trading Symbol:    VERINT SYSTEMS INC [ VRNT ]

Date of Event Requiring Statement
(Month/Day/Year):                            April 6, 2021

Designated Filer:                            Valor Buyer LP

Signature:

Apax X GP Co. Limited

By:     /s/ Andrew Guille
        -----------------
Name:   Andrew Guille
Title:  Director

By:     /s/ Victoria Merrien
        --------------------
Name:   Victoria Merrien
Title:  Company Secretary

Dated: April 16, 2021


                            Joint Filer Information

                                  (continued)

Name and Address of Joint Filer:             Apax X GP S.a r.l

Address of Joint Filer:                      1-3 Boulevard de la Foire,
                                             Luxembourg L-1528

Relationship of Joint Filer to Issuer:       member of 10% owner group

Issuer Name and Ticker or Trading Symbol:    VERINT SYSTEMS INC [ VRNT ]

Date of Event Requiring Statement
(Month/Day/Year):                            April 6, 2021

Designated Filer:                            Valor Buyer LP

Signature:

Apax X GP S.a r.l

By:     /s/ Geoffrey Limpach
        --------------------
Name:   Geoffrey Limpach
Title:  Managing Director

By:     /s/ Philippe Santin
        -------------------
Name:   Philippe Santin
Title:  Managing Director

Dated: April 16, 2021


                            Joint Filer Information

                                  (continued)

Name and Address of Joint Filer:             Apax Guernsey (Holdco) PCC Limited
                                             Apax X Cell

Address of Joint Filer:                      Third Floor, Royal Bank Place,
                                             1 Glategny Esplanade, St. Peter
                                             Port, Guernsey, GY1 2HJ

Relationship of Joint Filer to Issuer:       member of 10% owner group

Issuer Name and Ticker or Trading Symbol:    VERINT SYSTEMS INC [ VRNT ]

Date of Event Requiring Statement
(Month/Day/Year):                            April 6, 2021

Designated Filer:                            Valor Buyer LP

Signature:

Apax Guernsey (Holdco) PCC Limited
       acting
       in respect of its Apax X Cell

By:     /s/ Andrew Guille
        -----------------
Name:   Andrew Guille
Title:  Director

Dated: April 16, 2021