4//SEC Filing
GTCR PARTNERS VII L P 4
Accession 0001104659-09-053681
CIK 0001312073other
Filed
Sep 7, 8:00 PM ET
Accepted
Sep 8, 5:34 PM ET
Size
10.6 KB
Accession
0001104659-09-053681
Insider Transaction Report
Form 4
GTCR FUND VII LP
10% Owner
Transactions
- Other
Common Stock, par value $0.01 per share
2009-09-03−2,457,756→ 0 total
Transactions
- Other
Common Stock, par value $0.01 per share
2009-09-03−2,457,756→ 0 total
Transactions
- Other
Common Stock, par value $0.01 per share
2009-09-03−2,457,756→ 0 total
Footnotes (4)
- [F1]Reflects a pro rata distribution of such shares by GTCR Fund VII, L.P. ("Fund VII") to its partners, including 542,165 shares distributed to GTCR Partners VII, L.P. ("GTCR Partners VII"). The distribution of shares from Fund VII to GTCR Partners VII 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 749,972 shares which are beneficially owned by GTCR Partners VII. 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 may be deemed to be beneficial owner of such shares. GTCR expressly disclaims beneficial ownership of such shares, 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.
- [F3]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.
- [F4]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 typeother
Related Parties
1- filerCIK 0001262949
Filing Metadata
- Form type
- 4
- Filed
- Sep 7, 8:00 PM ET
- Accepted
- Sep 8, 5:34 PM ET
- Size
- 10.6 KB