Ownership Submission
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, 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  D'Agostino Vincent
2. Date of Event Requiring Statement (Month/Day/Year)
12/16/2015
3. Issuer Name and Ticker or Trading Symbol
VERIFONE SYSTEMS, INC. [PAY]
(Last)
(First)
(Middle)
88 W. PLUMERIA DRIVE
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP, Verifone Services
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

SAN JOSE, CA 95134
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 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)
Common Stock, par value $0.01 per share 3,728
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option   (1) 02/03/2021 Common Stock, par value $0.01 per share 34,800 $ 27.77 D  
Restricted Stock Units   (2)   (2) Common Stock, par value $0.01 per share 14,100 $ 0 (3) D  
Restricted Stock Units   (4)   (4) Common Stock, par value $0.01 per share 6,900 $ 0 (3) D  
Restricted Stock Units   (5)   (5) Common Stock, par value $0.01 per share 6,900 $ 0 (3) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
D'Agostino Vincent
88 W. PLUMERIA DRIVE
SAN JOSE, CA 95134
      EVP, Verifone Services  

Signatures

/s/ Vincent D'Agostino, by Vik Varma, his attorney-in-fact 12/28/2015
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) 43.75% of the stock options underlying this grant have vested. 6.25% of the stock options underlying this grant will vest on 02/03/2016 and at the end of each subsequent three month period thereafter until these stock options have fully vested.
(2) The grant consists of 14,100 restricted stock units, of which 43.75% have vested and converted to Common Stock, par value $0.01 per share. 6.25% of the restricted stock units underlying this grant will vest on 02/03/2016 and at the end of each subsequent three month period thereafter until these restricted stock units have fully vested.
(3) Each restricted stock unit converts, without payment, upon vesting into one share of Common Stock, par value $0.01 per share, which will be issued to the reporting person upon vesting.
(4) 25% of these restricted stock units will vest on January 2, 2016. Thereafter, 6.25% of these restricted stock units will vest at the end of each subsequent three month period until these restricted stock units have fully vested.
(5) The grant is subject to achievement of certain performance criteria prior to January 2, 2018 and will vest based on achievement of such criteria. The number of restricted stock units reported is the targeted amount to be achieved. Depending on the actual level of achievement, the reporting person may receive between 0% and 200% of such targeted amount.

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