X0303 4 2009-06-12 0 0001312073 VeriFone Holdings, Inc. PAY 0001262949 GTCR PARTNERS VII L P 300 N. LASALLE STREET SUITE 5600 CHICAGO IL 60654 0 0 0 1 See remarks below 0001105021 GTCR GOLDER RAUNER LLC 300 N. LASALLE STREET SUITE 5600 CHICAGO IL 60654 0 0 0 1 See remarks below Common Stock, par value $0.01 per share 2009-06-12 4 S 0 90869 7.84 D 1336466 D Common Stock, par value $0.01 per share 2009-06-15 4 S 0 169976 7.71 D 1166490 D Common Stock, par value $0.01 per share 2457756 I See footnotes Reflects shares received by GTCR Partners VII, L.P. ("GTCR Partners VII") as a result of pro rata distributions from GTCR Fund VII, L.P. ("Fund VII") that were exempt from Section 16 of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16a-13 promulgated thereunder. Represents the weighted average price of the shares sold. The prices actually received ranged from (i) $7.83 to $8.00 for sales occurring on June 12, 2009 and (ii) $7.63 to $7.88 for sales occurring on June 15, 2009. The reporting person will provide to the issuer, any security holder of the issuer or the SEC staff, upon request, information regarding the number of shares sold at each price within the range. Reflects shares held directly by Fund VII. GTCR Partners VII is the general partner of Fund VII, and GTCR Golder Rauner, L.L.C. ("GTCR") is the general partner of GTCR Partners VII. As such, GTCR Partners VII and GTCR may be deemed to be beneficial owners of the 2,457,756 shares reported in Table I. GTCR Partners VII and GTCR expressly disclaim beneficial ownership of such shares reported in Table I, except to the extent of their pecuniary interest therein. The filing of this form shall not be deemed an admission that GTCR Partners VII or GTCR is, for Section 16 purposes or otherwise, the beneficial owner of such shares, except to the extent of their 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. Each of the Reporting Persons expressly disclaim 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 any Reporting Person is, for Section 16 purposes or otherwise, the beneficial owner of such shares. The Reporting Person may be deemed a director by virtue of its members serving on the board of directors of VeriFone Holdings, Inc. /s/ Steven S. Hall 2009-06-16