4//SEC Filing
GTCR PARTNERS VI L P 4
Accession 0001104659-09-037230
CIK 0001312073other
Filed
Jun 7, 8:00 PM ET
Accepted
Jun 8, 4:52 PM ET
Size
12.6 KB
Accession
0001104659-09-037230
Insider Transaction Report
Form 4
GTCR PARTNERS VI L P
Other
Transactions
- Other
Common Stock, par value $0.01 per share
2009-06-04−470,332→ 178,652 total
GTCR CAPITAL PARTNERS L P
10% Owner
Transactions
- Other
Common Stock, par value $0.01 per share
2009-06-04−470,332→ 178,652 total
Transactions
- Other
Common Stock, par value $0.01 per share
2009-06-04−470,332→ 178,652 total
Transactions
- Other
Common Stock, par value $0.01 per share
2009-06-04−470,332→ 178,652 total
Footnotes (5)
- [F1]Reflects a pro rata distribution of such shares by GTCR Capital Partners, L.P. ("Capital Partners") to its partners, including 10,452 shares distributed to GTCR Mezzanine Partners, L.P. ("Mezzanine Partners"). The distribution of shares from Capital Partners to Mezzanine Partners was exempt from Section 16 of the Securities Exchange Act of 1934, as amended, promulgated by Rule 16a-13 thereunder.
- [F2]Does not include the 10,452 shares distributed to Mezzanine Partners, which are beneficially owned by Mezzanine Partners. GTCR Partners VI, L.P. ("GTCR Partners VI") is the general partner of Mezzanine Partners. GTCR Golder Rauner, L.L.C. ("GTCR") is the general partner of Partners VI. As such, GTCR Partners VI and GTCR may be deemed to be beneficial owner of such shares. GTCR Partners VI and GTCR expressly disclaim beneficial ownership of such shares, except to the extent of their pecuniary interest therein. The filing of this form shall not be deemed an admission that GTCR Partners VI or GTCR is, for Section 16 purposes or otherwise, the beneficial owner of such shares, except to the extent of their pecuniary interest therein.
- [F3]Capital Partners is the direct beneficial owner of the shares reported in Table I. Mezzanine Partners is the general partner of Capital Partners, GTCR Partners VI is the general partner of Mezzanine Partners and 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 the 178,652 shares reported in Table I. Mezzanine Partners, GTCR Partners VI and GTCR expressly disclaim beneficial ownership of the 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 Mezzanine Partners, GTCR Partners VI or GTCR is, for Section 16 purposes or otherwise, the beneficial owner of such shares, except to the extent of their pecuniary interest therein.
- [F4]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.
- [F5]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.
Documents
Issuer
VeriFone Holdings, Inc.
CIK 0001312073
Entity typeother
Related Parties
1- filerCIK 0001262948
Filing Metadata
- Form type
- 4
- Filed
- Jun 7, 8:00 PM ET
- Accepted
- Jun 8, 4:52 PM ET
- Size
- 12.6 KB