SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
Francisco Partners II LP

(Last) (First) (Middle)
ONE LETTERMAN DRIVE
BUILDING C, SUITE 410

(Street)
SAN FRANCISCO CA 94129

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
04/01/2008
3. Issuer Name and Ticker or Trading Symbol
HYPERCOM CORP [ HYC ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant to Purchase Common Stock (1) (1) Common Stock, par value $0.001 per share 10,544,000 5 I See Footnote(2)(3)
Director Stock Option - Right to Buy 04/01/2009 04/01/2018 Common Stock, par value $0.001 per share 15,000(4) 4.5 D
1. Name and Address of Reporting Person*
Francisco Partners II LP

(Last) (First) (Middle)
ONE LETTERMAN DRIVE
BUILDING C, SUITE 410

(Street)
SAN FRANCISCO CA 94129

(City) (State) (Zip)
1. Name and Address of Reporting Person*
FP Hypercom Holdco, LLC

(Last) (First) (Middle)
ONE LETTERMAN DRIVE
BUILDING C, SUITE 410

(Street)
SAN FRANCISCO CA 94129

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Francisco Partners Parallel Fund II, L.P.

(Last) (First) (Middle)
ONE LETTERMAN DRIVE
BUILDING C, SUITE 410

(Street)
SAN FRANCISCO CA 94129

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Francisco Partners GP II, L.P.

(Last) (First) (Middle)
ONE LETTERMAN DRIVE,
BUILDING C, SUITE 410

(Street)
SAN FRANCISCO CA 94129

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Francisco Partners GP II Management, LLC

(Last) (First) (Middle)
ONE LETTERMAN DRIVE
BUILDING C, SUITE 410

(Street)
SAN FRANCISCO CA 94129

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GEESLIN KEITH

(Last) (First) (Middle)
ONE LETTERMAN DRIVE
BUILDING C, SUITE 410

(Street)
SAN FRANCISCO CA 94129

(City) (State) (Zip)
Explanation of Responses:
1. The Warrants to Purchase Common Stock are exerciseable at any time at the holders' election. The exercise rights expire on April 1, 2013.
2. The reported securities are owned directly by FP Hypercom Holdco, LLC, a Delaware limited liability company ("FP Holdco"), and indirectly by Francisco Partners II, L.P., a Delaware limited partnership ("Francisco Partners II"), as a member of FP Holdco, Francisco Partners Parallel Fund II, L.P., a Delaware limited partnership ("Francisco Partners Parallel Fund"), as a member of FP Holdco, Francisco Partners GP II, L.P., a Delaware limited partnership ("Francisco Partners GP II"), as general partner of Francisco Partners II and Francisco Partners Parallel Fund, Francisco Partners GP II Management, LLC, a Delaware limited liability company ("Francisco Partners Management"), as general partner of Francisco Partners GP II, and Keith Geeslin, a limited partner of Francisco Partners GP II and a managing member of Francisco Partners Management.
3. Pursuant to Rule 16a-1, Francisco Partners II, Francisco Partners Parallel Fund, Francisco Partners GP II, Francisco Partners Management and Keith Geeslin disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein.
4. Under Hypercom Corporation's ("Hypercom") current Nonemployee Directors' Stock Option Plan, as amended, Keith Geeslin was granted an option to purchase 15,000 shares of common stock upon his appointment as a director of Hypercom.
Remarks:
This report is filed jointly by FP Holdco, Francisco Partners II, Francisco Partners Parallel Fund, Francisco Partners GP II, Francisco Partners Management and Keith Geeslin. Francisco Partners II may be deemed a director by deputization by virtue of its right to nominate two representatives to serve on the board of directors of Hypercom. Keith Geeslin serves as Francisco Partners II's initial representative on Hypercom's board of directors. FP Holdco, Francisco Partners II, Francisco Partners Parallel Fund, Francisco Partners GP II, Francisco Partners Management and Keith Geeslin may each be deemed a member of a Section 13(d) group that owns more than 10% of Hypercom's outstanding common stock due to their direct or indirect ownership of warrants that are convertible into more than 10% of Hypercom's common stock.
FP HYPERCOM HOLDCO, LLC: By: Francisco Partners II, L.P., Managing Member: By: Francisco Partners GP II, L.P., General Partner: By: Francisco Partner GP II Management, LLC, General Partner: By: /s/ KEITH GEESLIN: Keith Geeslin, Managing Member 04/08/2008
FRANCISCO PARTNERS II, L.P.: By: Francisco Partners GP II, L.P., General Partner: By: Francisco Partners GP II Management, LLC, General Partner: By: /s/ KEITH GEESLIN: Keith Geeslin, Managing Member 04/08/2008
FRANCISCO PARTNERS PARALLEL FUND II, L.P.: By: Francisco Partners GP II, L.P., General Partner: By: Francisco Partners GP II Management, LLC, General Partner: By: /s/ KEITH GEESLIN: Keith Geeslin, Managing Member 04/08/2008
FRANCISCO PARTNERS GP II, L.P.: By: Francisco Partners GP II Management, LLC, General Partner: By: /s/ KEITH GEESLIN: Keith Geeslin, Managing Member 04/08/2008
FRANCISCO PARTNERS GP II MANAGEMENT, LLC: By: /s/ KEITH GEESLIN: Keith Geeslin, Managing Member 04/08/2008
/s/ KEITH GEESLIN 04/08/2008
** 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 5 (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).
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