X0303 4 2009-06-16 0 0001312073 VeriFone Holdings, Inc. PAY 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 2009-06-16 4 S 0 434 7.72 D 8315 D Common Stock, par value $0.01 per share 2009-06-17 4 S 0 703 7.31 D 7612 D Common Stock, par value $0.01 per share 22501 I See footnotes Reflects shares received by GTCR Golder Rauner, L.L.C. ("GTCR") as a result of pro rata distributions from GTCR Co-Invest, L.P. ("Co-Invest") 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) $7.62 to $7.91 for sales occurring on June 16, 2009 and (ii) $7.21 to $7.58 for sales occurring on June 17, 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 Co-Invest. GTCR is the general partner of Co-Invest. As such, GTCR may be deemed to be beneficial owner of the 22,501 shares reported in Table I. GTCR expressly disclaims beneficial ownership of such 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 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. The Reporting Person 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 the 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 member serving on the board of directors of VeriFone Holdings, Inc. /s/ Steven S. Hall under a power of attorney 2009-06-18