VERINT SYSTEMS INC — Director's Dealing 2011

Apr 6, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VERINT SYSTEMS INC (VRNT)
CIK: 0001166388
Period of Report: 2011-04-04

Reporting Person: PARCELL DAVID (Managing Director, EMEA)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-04-04	Common Stock	A	3932	—	Acquired	23982	Direct
2011-04-04	Common Stock	F	2005	$36.74	Disposed	21977	Direct
2011-04-05	Common Stock	A	6684	—	Acquired	28661	Direct
2011-04-05	Common Stock	F	3409	$36.61	Disposed	25252	Direct
2011-04-05	Common Stock	A	11679	—	Acquired	36931	Direct
2011-04-05	Common Stock	F	5957	$36.61	Disposed	30974	Direct
2011-04-05	Common Stock	A	4580	—	Acquired	35554	Direct
2011-04-05	Common Stock	F	2337	$36.61	Disposed	28637	Direct

Footnotes

F1: Represents the earned portion of the first 1/3 of this award that vested on April 4, 2011. The remaining tranches of this award are scheduled to vest 1/3 on April 4, 2012, and 1/3 on April 4, 2013 (and are not included in Table I).

F2: Represents the earned portion of the last 1/3 of the award that vested on April 5, 2011 as a result of the Company's achievement of a specified revenue target for the period from February 1, 2010 through January 31, 2011.

F3: Represents the earned portion of the second 1/3 of the award that vested on April 5, 2011 as a result of the Company's achievement of a specified revenue target for the period from February 1, 2010 through January 31, 2011. The vesting of the remaining 1/3 of the award (which is not included in Table I) remains subject to the determination of the achievement of certain performance goals.

F4: Represents the earned portion of the first 1/3 of the award that vested on April 5, 2011 as a result of the Company's achievement of a specified revenue target for the period from February 1, 2010 through January 31, 2011. The vesting of the remaining 2/3 of the award (which is not included in Table I) remains subject to the determination of the achievement of certain performance goals.

F5: The Company repurchased these shares pursuant to the authorization by the Board of Directors described in "Remarks" below, to enable the reporting person to make required tax payments resulting from the vesting of the grant disclosed in the row directly above.