4//SEC Filing
BONDY CRAIG A 4
Accession 0001104659-07-069167
CIK 0001312073other
Filed
Sep 13, 8:00 PM ET
Accepted
Sep 14, 4:46 PM ET
Size
12.8 KB
Accession
0001104659-07-069167
Insider Transaction Report
Form 4
BONDY CRAIG A
Director10% Owner
Transactions
- Sale
Common Stock, par value $0.01 per share
2007-09-13$38.61/sh−27,926$1,078,223→ 81,737 total(indirect: See footnotes) - Sale
Common Stock, par value $0.01 per share
2007-09-13$38.61/sh−3,050,346$117,773,859→ 8,928,188 total(indirect: See footnotes) - Sale
Common Stock, par value $0.01 per share
2007-09-13$38.61/sh−221,728$8,560,918→ 648,984 total(indirect: See footnotes)
Footnotes (6)
- [F1]The Reporting Person expressly disclaims beneficial ownership of the shares reported in Tables I and II, except to the extent of his pecuniary interest therein. 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.
- [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. 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.
- [F4]GTCR Fund VII, L.P. ("Fund VII") is the direct beneficial owner of these shares of Common Stock. GTCR Partners VII, L.P. ("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 the beneficial owners of these shares of Common Stock. GTCR is managed by its members. The Reporting Person is a Principal of GTCR and a member of GTCR Partners VII, and may be deemed to have an indirect pecuniary interest in the issuer's Common Stock and Preferred Stock owned by Fund VII to the extent of the Reporting Person's indirect proportionate interest in Fund VII.
- [F5]GTCR Capital Partners, L.P. ("Capital Partners") is the direct beneficial owner of these shares of Common Stock. GTCR Mezzanine Partners, L.P. ("Mezzanine Partners") is the general partner of Capital Partners. GTCR Partners VI, L.P. ("GTCR Partners VI") is the general partner of Mezzanine Partners. GTCR is the general partner of GTCR Partners VI. As such, Mezzanine Partners, GTCR Partners VI and GTCR may be deemed to be beneficial owners of these shares of Common Stock. GTCR is managed by its members. The Reporting Person is a Principal of GTCR and may be deemed to have an indirect pecuniary interest in the issuer's Common Stock and Preferred Stock owned by Capital Partners to the extent of the Reporting Person's indirect proportionate interest in Capital Partners.
- [F6]GTCR Co-Invest, L.P. ("Co-Invest") is the direct beneficial owner of these shares of Common Stock. GTCR is the general partner of Co Invest. As such, GTCR may be deemed to be the beneficial owner of these shares of Common Stock. GTCR is managed by its members. The Reporting Person is a Principal of GTCR and may be deemed to have an indirect pecuniary interest in the issuer's Common Stock and Preferred Stock owned by Co-Invest to the extent of the Reporting Person's indirect proportionate interest in Co-Invest.
Documents
Issuer
VeriFone Holdings, Inc.
CIK 0001312073
Entity typeother
Related Parties
1- filerCIK 0001263509
Filing Metadata
- Form type
- 4
- Filed
- Sep 13, 8:00 PM ET
- Accepted
- Sep 14, 4:46 PM ET
- Size
- 12.8 KB