VERINT SYSTEMS INC — Major Shareholding Notification 2011

Feb 14, 2011

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

Information Statement Pursuant to Rules 13d-1 and 13d-2

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Verint Systems Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

92343X 100

(CUSIP Number)

December 31, 2010

(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)

x 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 disclosures provided in a prior cover page.

The information required on 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 11 Pages

13G/A Page 2 of 11 Pages

| CUSIP No. 92343X 100 — 1. | NAME OF REPORTING
PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sankaty Credit Opportunities III, L.P. EIN No.:
20-5805141 | |
| --- | --- | --- |
| 2. | CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (a) x (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 401,546 |
| | 6. | SHARED VOTING POWER 0 |
| | 7. | SOLE DISPOSITIVE POWER 401,546 |
| | 8. | SHARED DISPOSITIVE POWER 0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 401,546 | |
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ¨ | |
| 11. | PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9) 1.10% | |
| 12. | TYPE OF REPORTING
PERSON PN | |

13G/A Page 3 of 11 Pages

| CUSIP No. 92343X 100 — 1. | NAME OF REPORTING
PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sankaty Credit Opportunities IV, L.P. EIN No.:
26-1884645 | |
| --- | --- | --- |
| 2. | CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (a) x (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 581,920 |
| | 6. | SHARED VOTING POWER 0 |
| | 7. | SOLE DISPOSITIVE POWER 581,920 |
| | 8. | SHARED DISPOSITIVE POWER 0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 581,920 | |
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ¨ | |
| 11. | PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9) 1.59% | |
| 12. | TYPE OF REPORTING
PERSON PN | |

13G/A Page 4 of 11 Pages

| CUSIP No. 92343X 100 — 1. | NAME OF REPORTING
PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sankaty Credit Opportunities (Offshore) IV, L.P. EIN No.: 98-0574089 | |
| --- | --- | --- |
| 2. | CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (a) x (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 749,698 |
| | 6. | SHARED VOTING POWER 0 |
| | 7. | SOLE DISPOSITIVE POWER 749,698 |
| | 8. | SHARED DISPOSITIVE POWER 0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 749,698 | |
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ¨ | |
| 11. | PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9) 2.05% | |
| 12. | TYPE OF REPORTING
PERSON PN | |

13G/A Page 5 of 11 Pages

| CUSIP No. 92343X 100 — 1. | NAME OF REPORTING
PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sankaty Managed Account (PSERS), L.P. EIN No.:
26-4768343 | |
| --- | --- | --- |
| 2. | CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (a) x (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 71,151 |
| | 6. | SHARED VOTING POWER 0 |
| | 7. | SOLE DISPOSITIVE POWER 71,151 |
| | 8. | SHARED DISPOSITIVE POWER 0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 71,151 | |
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ¨ | |
| 11. | PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9) 0.19% | |
| 12. | TYPE OF REPORTING
PERSON PN | |

13G/A Page 6 of 11 Pages

| CUSIP No. 92343X 100 — 1. | NAME OF REPORTING
PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sankaty Advisors, LLC* EIN No.:
04-3505100 | |
| --- | --- | --- |
| 2. | CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (a) x (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 195,190 |
| | 6. | SHARED VOTING POWER 0 |
| | 7. | SOLE DISPOSITIVE POWER 195,190 |
| | 8. | SHARED DISPOSITIVE POWER 0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 195,190 | |
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ¨ | |
| 11. | PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9) 0.53% | |
| 12. | TYPE OF REPORTING
PERSON PN | |

• Sankaty Advisors, LLC has entered into an Investment Management Agreement with a managed account client pursuant to which it has authority to acquire, dispose of, and vote securities on behalf of such client. Sankaty Advisors, LLC disclaims beneficial ownership of the shares beneficially owned by such client.

Item 1	(a).	Name of Issuer
		The name of the issuer to which this filing on Schedule 13G/A relates is Verint Systems Inc. (the “Company”).
Item 1	(b).	Address of Issuer’s Principal Executive Offices
		The principal executive offices of the Company are located at 330 South Service Road, Melville, New York, 11747
Item 2	(a).	Name of Person Filing
		This statement is being filed on behalf of Sankaty Credit Opportunities III, L.P., a Delaware limited
partnership (“COPS III”), Sankaty Credit Opportunities IV, L.P., a Delaware limited partnership (“COPS IV”), Sankaty Credit Opportunities (Offshore) IV, L.P., a Cayman Island exempted limited partnership (“COPS IV
Offshore”), Sankaty Managed Account (PSERS), L.P., a Delaware limited partnership (“PSERS”), and Sankaty Advisors, LLC, a Delaware limited liability company (“Sankaty Advisors”) in its capacity as the investment manager for
a managed account client over which it has discretionary authority to acquire, dispose of, and vote securities. Sankaty Credit Opportunities Investors III, LLC (“COPS III Investors”), a Delaware limited liability company, is the general
partner of COPS III. Sankaty Credit Member, LLC, a Delaware limited liability company (“SCM”), is the managing member of COPS III investors. Sankaty Credit Opportunities Investors IV, LLC (“COPS IV Investors”), a Delaware limited
liability company, is the general partner of COPS IV. SCM is the managing member of COPS IV Investors. Sankaty Credit Opportunities Investors (offshore) IV, L.P., a Cayman Islands Exempted Limited Partnership (“SCM Offshore Investors), is the
general partner of COPS IV Offshore. Sankaty Credit Member (Offshore), Ltd., a Cayman Islands Exempted Limited Partnership (“SCM Offshore Ltd.), is the general partner of COPS IV Offshore Investors. Sankaty Managed Account Investors, LLC, a
Delaware Limited Liability Company “SMAI” is the general partner of PSERS. SCM is the managing member of SMAI. Mr. Jonathan Lavine is the managing member of each and SCM and SCM Offshore Ltd. Sankaty Advisors has entered into an Investment
Management Agreement with a managed account client pursuant to which it has authority to acquire, dispose of, and vote securities on behalf of such client. Sankaty Advisors disclaims beneficial ownership of the shares beneficially owned by such
client. The Reporting Persons have entered into a
Joint Filing Agreement, dated December 31, 2011, a copy of which is filed with this Schedule 13G as Exhibit A, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1)
under the Securities Exchange Act of 1934.
Item 2	(b).	Address of Principal Business Office or, if none, Residence
		The principal business address of COPS III, COPS IV and COPS IV Offshore, PSERS, and Sankaty Advisors, is 111 Huntington Avenue,
Boston, Massachusetts 02199.
Item 2	(c).	Citizenship
		COPS III, COPS IV, PSERS, and Sankaty Advisors are organized under the laws of the State of Delaware. COPS IV Offshore is organized
under the laws of the Cayman Islands. Mr. Jonathan S. Lavine is a citizen of the United States of America.
Item 2	(d).	Title of Class of Securities
		The class of equity securities of the Company to which this filing on Schedule 13G/A relates is Common Stock (“Common
Stock”).
Item 2	(e).	CUSIP Number
		The CUSIP number of the Company’s Common Stock is 92343X 100.
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
	Not applicable.
	(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. 73c).
	(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)	¨	An investment adviser in accordance with §13d-1(b)(1)(ii)(E).
	(f)	¨	An employee benefit plan or endowment fund in accordance with §240.13d 1(b)(1)(ii)(F).
	(g)	¨	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
	(h)	¨	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
	(i)	¨	A 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)	¨	Group, in accordance with §240.13d-1(b)(1)(ii)(J).
		x	If this statement is filed pursuant to §240.13d-1(c), check this box .

Item 4. — Item 4.	Ownership — (a).	Amount beneficially owned
		As of the close of business on December 31, 2010, COPS III owned 401,456 shares of Common Stock of
the Company, COPS IV owned 581,920 shares of Common Stock of the Company, COPS IV Offshore owned 749,698 shares of Common Stock of the Company, PSERS owned 71,151 shares of Common Stock of the Company, and Sankaty Advisors had discretionary
authority to acquire, dispose of and vote 195,190 shares of Common Stock of the Company. SCM is the managing member of COPS III and COPS IV. SCM Offshore Ltd. is the general partner of COPS IV Offshore. Sankaty Advisors has entered into an
Investment Management Agreement with a managed account client pursuant to which it has authority to acquire, dispose of, and vote securities on behalf of such client. Mr. Jonathan S. Lavine is the managing member of SCM and is a director of SCM
Offshore Ltd. No person other than the respective
owner referred to herein of the shares of Common Stock of the Company is known to have the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of such shares of Common Stock of the
Company.
Item 4.	(b).	Percent of Class
		As of the close of business on December 31, 2010, COPS III owned 1.10% of the Common Stock
outstanding of the Company, and COPS IV owned 1.59% of the Common Stock outstanding of the Company, and COPS IV Offshore owned 2.05% of the Common Stock outstanding of the Company, PSERS owned 0.19% of the Common Stock outstanding of the Company,
and Sankaty Advisors had discretionary authority to acquire, dispose of and vote 0.53% of the Common Stock outstanding of the Company. Together, as of the close of business on December 31, 2010, COPS III and COPS IV, COPS IV Offshore, and Sankaty Advisors had
discretionary authority to acquire, dispose of and vote 5.45% of the Common Stock outstanding of the Company. The aggregate percentage of Common Stock reported owned by COPS III and COPS IV, COPS IV Offshore, and Sankaty Advisors is based upon
36,655,975 shares of Common Stock outstanding, which is the total number of shares of Common Stock outstanding as of November 15, 2010, based on representations made in the Company’s Form 10-Q for the quarter ending October 31, 2010, filed with
the Securities and Exchange Commission on December 10, 2010.
Item 4.	(c).	Number of shares as to which such person has :
		(i)	sole power to vote or to direct the vote:
			COPS III	401,546
			COPS IV	581,920
			COPS IV OFF	749,698
			PSERS	71,151
			Sankaty Advisors	195,190
		(ii)	shared power to vote or to direct the vote:
			0
		(iii)	sole power to dispose or to direct the disposition of:
			COPS III	401,546
			COPS IV	581,920
			COPS IV OFF	749,698
			PSERS	71,151
			Sankaty Advisors	195,190
		(iv)	shared power to dispose or to direct the disposition of:
			0
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
	Not Applicable.
Item 7.	Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company :
	Not Applicable.
Item 8.	Identification and Classification of Members of the Group
	Not Applicable.
Item 9.	Notice of Dissolution of Group
	Not Applicable.
Item 10.	Certification
	By signing below, the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above 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.

Dated: February 14, 2011

SANKATY CREDIT OPPORTUNITIES III, L.P.
By:	Sankaty Credit Opportunities Investors, LLC, its general partner
By:	Sankaty Credit Member, LLC, its managing member
By:	/s/ Jonathan S.
Lavine
	Name: Jonathan S. Lavine
	Title: Managing Member
SANKATY CREDIT OPPORTUNITIES IV, L.P.
By:	Sankaty Credit Opportunities Investors, LLC, its general partner
By:	Sankaty Credit Member, LLC, its managing member
By:	/s/ Jonathan S.
Lavine
	Name: Jonathan S. Lavine
	Title: Managing Member
SANKATY CREDIT OPPORTUNITIES (OFFSHORE) IV, L.P.
By:	Sankaty Credit Opportunities Investors (Offshore) IV, L.P., its general partner.
By:	Sankaty Credit Member (Offshore), Ltd., its general partner
By:	/s/ Jonathan S.
Lavine
	Name: Jonathan S. Lavine
	Title: Managing Member

SANKATY MANAGED ACCOUNT (PSERS), L.P.
By:	Sankaty Managed Account Investors, LLC, its general partner
By:	Sankaty Credit Member, LLC, its managing member
By:	/s/ Jonathan S. Lavine
	Name: Jonathan S. Lavine
	Title: Managing Member
SANKATY ADVISORS, LLC as power-of-attorney for a managed account client
By:	/s/ Jonathan S. Lavine
	Name: Jonathan S. Lavine
	Title: Managing Member

Exhibit A

AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G/A

The undersigned hereby agree as follows:

(1) Each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed on behalf of each of them; and

(2) Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of such information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making this filing, unless such person knows or has reason to believe that such information is inaccurate.

Dated: December 31, 2010

SANKATY CREDIT OPPORTUNITIES III, L.P.
By:	Sankaty Credit Opportunities Investors, LLC, its general partner
By:	Sankaty Credit Member, LLC, its managing member
By:	/s/ Jonathan S.
Lavine
	Name: Jonathan S. Lavine
	Title: Managing Member

SANKATY CREDIT OPPORTUNITIES IV, L.P.
By:	Sankaty Credit Opportunities Investors, LLC, its general partner
By:	Sankaty Credit Member, LLC, its managing member
By:	/s/ Jonathan S.
Lavine
	Name: Jonathan S. Lavine
	Title: Managing Member
SANKATY CREDIT OPPORTUNITIES (OFFSHORE) IV, L.P.
By:	Sankaty Credit Opportunities Investors (Offshore) IV, L.P., its general partner.
By:	Sankaty Credit Member (Offshore), Ltd., its general partner
By:	/s/ Jonathan S.
Lavine
	Name: Jonathan S. Lavine
	Title: Managing Member
SANKATY MANAGED ACCOUNT (PSERS), L.P.
By:	Sankaty Managed Account Investors, LLC, its general partner
By:	Sankaty Credit Member, LLC, its managing member
By:	/s/ Jonathan S.
Lavine
	Name: Jonathan S. Lavine
	Title: Managing Member
SANKATY ADVISORS, LLC as power-of-attorney for a managed account client
By:	/s/ Jonathan S.
Lavine
	Name: Jonathan S. Lavine
	Title: Managing Member