SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* PARCELL DAVID (Last) (First) (Middle) 241 BROOKLANDS ROAD (Street) WEYBRIDGE, SURREY XO X0 KT13 ORH (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol VERINT SYSTEMS INC [ VRNT ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Managing Director, EMEA
	3. Date of Earliest Transaction (Month/Day/Year) 07/06/2010
	4. If Amendment, Date of 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

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(1)	07/06/2010		F		4,336	D	$23.8	51,535	D
Common Stock(2)	07/06/2010		F		4,080	D	$23.8	47,455	D
Common Stock(3)	07/06/2010		A		7,951	A	$0	55,406	D
Common Stock(4)	07/06/2010		F		4,057	D	$23.8	51,349	D
Common Stock(5)	07/06/2010		A		13,366	A	$0	64,715	D
Common Stock(6)	07/06/2010		F		6,818	D	$23.8	57,897	D
Common Stock(7)	07/06/2010		A		13,367	A	$0	71,264	D
Common Stock(8)	07/06/2010		F		6,819	D	$23.8	64,445	D

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 Securities Underlying Derivative Security (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: 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

Explanation of Responses:

1. The Company repurchased these shares under the Officer Repurchase Program described in "Remarks" below, to enable the reporting person to make required tax payments resulting from the vesting on July 6, 2010 of 8,500 shares of common stock previously granted under the Company's Stock Incentive Compensation Plan on July 2, 2007 and reported on row 1 of Table I of the Form 4 filed on July 5, 2007. Such grant vested as a result of satisfaction of the Compliance Event Conditions described in "Remarks" below.

2. The Company repurchased these shares under the Officer Repurchase Program described in "Remarks" below, to enable the reporting person to make required tax payments resulting from the vesting on July 6, 2010 of 8,000 shares of common stock previously granted under the Company's Stock Incentive Compensation Plan on July 2, 2007 and reported on row 2 of Table I of the Form 4 filed on July 5, 2007. Such grant vested as a result of satisfaction of the Compliance Event Conditions described in "Remarks" below.

3. Each represents a contingent right to receive one share of Verint Common Stock on the applicable vesting date. As a result of the satisfaction of the Compliance Event Conditions described in "Remarks" below, the earned portion of the award vested on July 6, 2010.

4. The Company repurchased these shares under the Officer Repurchase Program 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.

5. Each represents a contingent right to receive one share of Verint Common Stock on the applicable vesting date. As a result of the satisfaction of the Compliance Event Condition described in "Remarks" below, 2/3 of the award vested on July 6, 2010 and 1/3 will vest on May 28, 2011.

6. The Company repurchased these shares under the Officer Repurchase Program 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.

7. Each represents a contingent right to receive one share of Verint Common Stock upon the applicable vesting date. As a result of the satisfaction of the Compliance Event Condition described in "Remarks" below, the earned portion of the first 2/3 of the award vested on July 6, 2010. 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.

8. The Company repurchased these shares under the Officer Repurchase Program 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.

Remarks:

On November 24, 2009, our board of directors approved a limited stock repurchase program to enable us to offer to repurchase from each executive officer the number of shares necessary to satisfy such officer's minimum tax withholding obligation in connection with equity vesting-related tax events that occur during a company-imposed trading blackout (the Officer Repurchase Program). On June 4, 2010, the Officer Repurchase Program was extended through the date of our next meeting of stockholders at which a new equity incentive plan is approved. The awards reported on this Form 4 vested as a result of satisfaction of the conditions that (a) Verint become compliant with its reporting obligations under the Securities Exchange Act of 1934, as amended, (the "Exchange Act") and (b) shares of Verint's common stock be listed on The Nasdaq Global Market (the events in clauses (a) and (b) collectively referred to as the "Compliance Event Condition").

	/s/ Peter D. Fante as Attorney in Fact for David Parcell	07/08/2010
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.