VERINT SYSTEMS INC — Director's Dealing 2021

Apr 16, 2021

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: VERINT SYSTEMS INC (VRNT)
CIK: 0001166388
Period of Report: 2021-04-06

Reporting Person: Valor Buyer LP (10% Owner)
Reporting Person: Valor Topco Ltd (10% Owner)
Reporting Person: Apax X GP Co. Ltd (10% Owner)
Reporting Person: Apax Guernsey (Holdco) PCC Ltd (10% Owner)
Reporting Person: Apax X GP S.a r.l. (10% Owner)
Reporting Person: Valor Buyer GP LLC (10% Owner)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A Convertible Perpetual Preferred Stock	$		Common Stock, par value $0.001 (5497526.11)		Direct
Series B Convertible Perpetual Preferred Stock	$		Common Stock, par value $0.001 (3980099.5)		Direct

Footnotes

F1: 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.

F2: 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.

F3: 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.

F4: 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.

F5: 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.