X0303 4 2009-06-04 0 0001312073 VeriFone Holdings, Inc. PAY 0001262806 GTCR CO INVEST LP 300 N. LASALLE STREET SUITE 5600 CHICAGO IL 60654 0 0 1 0 0001105021 GTCR GOLDER RAUNER LLC 300 N. LASALLE STREET SUITE 5600 CHICAGO IL 60654 0 0 1 0 Common Stock, par value $0.01 per share 2009-06-04 4 J 0 59236 0 D 22501 D Reflects a pro rata distribution of such shares by GTCR Co-Invest, L.P. ("GTCR Co-Invest") to its partners, including 10,296 shares distributed to GTCR Golder Rauner, L.L.C. ("GTCR"). The distribution of shares from GTCR Co-Invest to GTCR was exempt from Section 16 of the Securities Exchange Act of 1934, as amended, promulgated by Rule 16a-13 thereunder. Does not include the 10,296 shares distributed to GTCR, which are beneficially owned by GTCR. GTCR Co-Invest is the direct beneficial owner of the shares reported in Table I. GTCR is the general partner of GTCR Co-Invest. As such, GTCR may be deemed to be a beneficial owner of the 22,501 shares reported in Table I. GTCR expressly disclaims beneficial ownership of the shares reported in Table I, except to the extent of its pecuniary interest therein. The filing of this form shall not be deemed an admission that GTCR is, for Section 16 purposes or otherwise, the beneficial owner of such shares, except to the extent of its pecuniary interest therein. The beneficial ownership information does not include shares held by other stockholders subject to the Stockholders Agreement, dated as of July 1, 2002, by and among VeriFone Holdings, Inc., GTCR Fund VII, L.P., GTCR Co-Invest, L.P., GTCR Capital Partners, L.P., TCW/Crescent Mezzanine Partners III, L.P., TCW/Crescent Mezzanine Trust III, TCW/Crescent Mezzanine Partners III Netherlands, L.P. and TCW Leveraged Income Trust VI, L.P., VF Holding Corp. and the executives party thereto (the "Stockholders Agreement"). Subject to specified conditions, the Stockholders Agreement requires the stockholders who are parties to it to consent to any sale of the Issuer to a non-affiliate of GTCR if the sale is approved by the holders of a majority of the shares subject to the agreement. This provision generally applies to any set of transactions that results in the acquisition, by a person or group of related persons, of substantially all of the assets of the Issuer or of an amount of the Issuer's stock with sufficient voting power to elect a majority of the Issuer's directors. The Reporting Person expressly disclaims beneficial ownership of such shares held by other stockholders subject to the Stockholders Agreement. The filing of this form shall not be deemed an admission that the Reporting Person is, for Section 16 purposes or otherwise, the beneficial owner of such shares. /s/ Steven S. Hall 2009-06-08