X0303 4 2009-06-25 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 2009-06-25 4 J 0 1332 0 D 519795 D Common Stock, par value $0.01 per share 2009-06-25 4 J 0 311988 0 D 207807 D Common Stock, par value $0.01 per share 2457756 I See footnotes Reflects a pro rata distribution of such shares by GTCR Partners VII, L.P. ("Partners VII") to its general partner GTCR Golder Rauner, L.L.C. ("GTCR"). The distribution of shares from Partners VII to GTCR was exempt from Section 16 of the Securities Exchange Act of 1934, as amended, promulgated by Rule 16a-13 thereunder. Reflects a pro rata distribution of such shares by GTCR Partners VII, L.P. ("Partners VII") to certain of its limited partners. The distribution of shares from Partners VII to its limited partners was exempt from Section 16 of the Securities Exchange Act of 1934, as amended, promulgated by Rule 16a-13 thereunder. Does not include the 1,332 shares distributed to GTCR which are beneficially owned by GTCR. Partners VII is the direct beneficial owner of the 519,795 shares reported in Table I. GTCR is the general partner of Partners VII. As such, GTCR may be deemed to be the beneficial owner of the 519,795 shares reported in Table I. GTCR expressly disclaims beneficial ownership of the 519,795 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. Does not include the 311,988 shares distributed to limited partners, which are beneficially owned by the limited partners. Partners VII is the direct beneficial owner of the 207,807 shares reported in Table I. GTCR is the general partner of Partners VII. As such, GTCR may be deemed to be beneficial owner of the 207,807 shares reported in Table I. GTCR expressly disclaims beneficial ownership of the 207,807 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. Reflects shares held directly by GTCR Fund VII, L.P ("Fund VII"). GTCR Partners VII is the general partner of Fund VII, and 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 member serving on the board of directors of VeriFone Holdings, Inc. /s/ Steven S. Hall under a power of attorney 2009-06-29