4//SEC Filing
VeriFone Holdings, Inc. 4
Accession 0001104659-07-050011
CIK 0001312073operating
Filed
Jun 25, 8:00 PM ET
Accepted
Jun 26, 3:56 PM ET
Size
10.0 KB
Accession
0001104659-07-050011
Insider Transaction Report
Form 4
GTCR FUND VII LP
10% Owner
Transactions
- Sale
Common Stock, par value $0.01 per share
2007-06-25$35.37/sh−3,235,216$114,429,590→ 11,978,534.95 total
Footnotes (3)
- [F1]GTCR Fund VII, L.P. ("Fund VII") is the direct beneficial owner of the shares of Common Stock reported in Table I. GTCR Partners VII, L.P. ("GTCR Partners VII") is the general partner of Fund VII. 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 shares of Common Stock reported in Table I. GTCR Partners VII and GTCR expressly disclaim beneficial ownership of the shares reported in Table I. 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.
- [F2]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.
- [F3]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.
Documents
Issuer
VeriFone Holdings, Inc.
CIK 0001312073
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001312073
Filing Metadata
- Form type
- 4
- Filed
- Jun 25, 8:00 PM ET
- Accepted
- Jun 26, 3:56 PM ET
- Size
- 10.0 KB