FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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

OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response... 0.5

(Print or Type Responses)

1. Name and Address of Reporting Person * Yanay Eliezer   2. Issuer Name and Ticker or Trading Symbol VERIFONE SYSTEMS, INC. [PAY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) EVP, Operations (Last) (First) (Middle) C/O VERIFONE SYSTEMS, INC., 2099 GATEWAY PLACE, SUITE 600 3. Date of Earliest Transaction (Month/Day/Year) 01/02/2013 (Street) SAN JOSE, CA 95100 4. If Amendment, Date Original Filed(Month/Day/Year) 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 Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, par value $0.01 per share 01/03/2013 01/03/2013 M   1,340 A $ 0 10,625 D   Common Stock, par value $0.01 per share 01/03/2013 01/03/2013 M   5,150 A $ 0 15,775 D   Common Stock, par value $0.01 per share 01/03/2013 01/03/2013 M   20,600 A $ 0 36,375 D   Common Stock, par value $0.01 per share 01/04/2013 01/04/2013 M   3,304 A $ 0 39,679 D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Underlying Securities (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	$ 0	01/02/2013		A		24,600		(1)	01/02/2020	Common Stock	24,600	$ 0	24,600	D
Restricted Stock Units	$ 0	01/02/2013		A	V	24,600		(2)	01/02/2020	Common stock	24,600	$ 0	24,600	D
Restricted Stock Units	(3)	01/03/2013		M			1,340	(3)	(3)	Common Stock	1,340	$ 0	10,714	D
Restricted Stock Units	(3)	01/03/2013		M			5,150	(3)	(3)	Common Stock	5,150	$ 0	15,450	D
Restricted Stock Units	(3)	01/03/2013		M			20,600	(3)	(3)	Common Stock	20,600	$ 0	0	D
Restricted Stock Units	(4)	01/04/2013		M			3,304	(4)	(4)	Common Stock	3,304	$ 0	13,214	D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Yanay Eliezer C/O VERIFONE SYSTEMS, INC. 2099 GATEWAY PLACE, SUITE 600 SAN JOSE, CA 95100			EVP, Operations

Signatures

/s/ Eliezer Yanay, by Carolyn Belamide, his Attorney in Fact		01/04/2012
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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)	25% of these restricted stock units will become exercisable on 1/2/2014 and thereafter 6.25% of these restricted stock units will become exercisable at the end of each subsequent three month period until these restricted stock units are fully vested.
(2)	The grant is subject to achievement of certain performance criteria prior to October 31, 2013 and will vest based on achievement of such criteria. The performance criteria are not tied to the market price of the Issuer's securities.
(3)	On January 3, 2013 shares of the issuer's common stock underlying these restricted stock units became deliverable without the payment of any consideration and were delivered to the reporting person.
(4)	On January 4, 2013 shares of the issuer's common stock underlying these restricted stock units became deliverable without the payment of any consideration and were delivered to the reporting person.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.