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Section 1: SC 13G (SCHEDULE 13G)



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

SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No. ______)*



VERIFONE SYSTEMS, INC.
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
92342Y109
(CUSIP Number)
 
December 31, 2016
(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☒ Rule 13d-1(b)
☐ Rule 13d-1(c)
☐ Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
Page 1 of 6 Pages
 

 

 
CUSIP No. 92342Y109
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
CAUSEWAY CAPITAL MANAGEMENT LLC, TIN # 95-486180
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)
   
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 

2,693,828
 
 
 
 
6
SHARED VOTING POWER
 
 
 
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
7,158,059
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
 
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
7,158,059
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
6.43%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IA
 
 
 
 
 
 
Page 2 of 6 Pages
 

 
 
CUSIP No. 92342Y109
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
CAUSEWAY CAPITAL MANAGEMENT LLC, TIN # 95-486180
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)
   
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 

2,693,828
 
 
 
 
6
SHARED VOTING POWER
 
 
 
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
 
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
7,158,059
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
6.43%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IA
 
 
 
 
 
 
Page 3 of 6 Pages
 

 
CUSIP No. 92342Y109
 
 
Item 1(a).
Name of Issuer:
 
VERIFONE SYSTEMS, INC.
 
Item 1(b).
Address of Issuer's Principal Executive Offices:
 
88 West Plumeria Drive
San Jose, CA 95134
 
Item 2(a).
Name of Person Filing:
 
CAUSEWAY CAPITAL MANAGEMENT LLC
 
Item 2(b).
Address of Principal Business Office or, if none, Residence:
 
11111 Santa Monica Blvd, 15th Floor
Los Angeles, CA 90025
 
Item 2(c).
Citizenship:
 
Delaware USA
 
Item 2(d).
Title of Class of Securities:
 
Common Stock
 
Item 2(e).
CUSIP Number:
 
92342Y109
 
Item 3. If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or
240.13d-2(b) or (c), Check Whether the Person Filing Is a(n):

(a) Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);

(b) Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);

(c) Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);

(d) Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e) Investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E);

(f) Employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F);

(g) Parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G);

(h) Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i) Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j) A non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J);

(k)
Group, in accordance with Section 240.13d-1(b)(1)(ii)(K).
 
If filing as a non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____________________________ .
 
 
Page 4 of 6 Pages
 


 
CUSIP No. 92342Y109
 
Item 4. Ownership.

(a)
Amount beneficially owned: 
 
7,158,059

(b)
Percent of class:
 
6.43%

(c) Number of shares as to which the person has:

(i)
Sole power to vote or to direct the vote:
 
2,693,828

(ii) Shared power to vote or to direct the vote:

  (iii)
Sole power to dispose or to direct the disposition of:
 
7,158,059

  (iv) Shared power to dispose or to direct the disposition of:
 
Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following .

Item 6.
Ownership of More Than Five Percent on Behalf of Another Person.
 
The investment advisory clients of the reporting person have the right to receive dividends and sales proceeds from such securities. 
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
 
N/A
 
Item 8.
Identification and Classification of Members of the Group.
 
N/A
 
Item 9.
Notice of Dissolution of Group.
 
N/A
 
Item 10.
Certification.
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
 
 
Page 5 of 6 Pages
 


 
CUSIP No. 92342Y109
 
 
SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 
 
 
February 14, 2017
 
 
Date
 
     
 
/s/ Nicolas Chang 
 
 
Signature 
 
     
 
Nicolas Chang/Compliance Officer
 
 
Name/Title
 
 
 
 
Page 6 of 6 Pages
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