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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| ROCHE COLLIN E 300 N. LASALLE STREET SUITE 5600 CHICAGO, IL 60654 |
X | X | ||
| /s/ Steven S. Hall under a power of attorney | 06/08/2009 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Reflects a pro rata distribution of such shares by the fund to its partners. |
| (2) | The Reporting Person expressly disclaims beneficial ownership of the shares reported in Table I, 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. |
| (3) | Excludes 1,427,335 shares, which is the number of shares in column 4 that were distributed to GTCR Partners VII, L.P. ("GTCR Partners VII"), the general partner of GTCR Fund VII, L.P. ("Fund 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 (the "Exchange Act"), promulgated by Rule 16a-13 thereunder. |
| (4) | Excludes 10,452 shares, which is the number of shares in column 4 that were distributed to GTCR Mezzanine Partners, L.P. ("Mezzanine Partners"), the general partner of GTCR Capital Partners, L.P. ("Capital Partners"). The distribution of shares from Capital Partners to Mezzanine Partners was exempt from Section 16 of the Exchange Act, promulgated by Rule 16a-13 thereunder. |
| (5) | Excludes 10,296 shares, which is the number of shares in column 4 that were distributed to GTCR Golder Rauner, L.L.C. ("GTCR"), the general partner of GTCR Co-Invest, L.P. ("Co-Invest"). The distribution of shares from Co-Invest to GTCR was exempt from Section 16 of the Exchange Act, promulgated by Rule 16a-13 thereunder. |
| (6) | Includes 2,457,756 shares held directly by Fund VII and the 1,427,335 shares distributed by it to GTCR Partners VII. GTCR Partners VII is the direct beneficial owner of the 1,427,335 shares reported in Table I. GTCR is the general partner of GTCR Partners VII. As such, GTCR may be deemed to be the beneficial owner of the shares reported in Table I by GTCR Partners VII. GTCR is managed by its members. The Reporting Person is a member of GTCR and GTCR Partners VII and may be deemed to have an indirect pecuniary interest in the issuer's Common Stock owned by GTCR Partners VII to the extent of the Reporting Person's indirect proportionate interest in GTCR Partners VII. |
| (7) | Includes 178,652 shares held directly by Capital Partners and the 10,452 shares distributed by it to Mezzanine Partners. Mezzanine Partners is the direct beneficial owner of the 10,452 shares reported in Table I. 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, GTCR Partners VI and GTCR may be deemed to be the beneficial owner of the shares reported in Table I by Capital Partners. GTCR is managed by its members. The Reporting Person is a member of GTCR Partners VI and GTCR and may be deemed to have an indirect pecuniary interest in the issuer's Common Stock owned by Mezzanine Partners to the extent of the Reporting Person's indirect proportionate interest in Mezzanine Partners. |
| (8) | Includes 22,501 shares held directly by Co-Invest and the 10,296 shares distributed by it to GTCR. GTCR is the direct beneficial owner of the 10,296 shares reported in Table I. GTCR is the general partner of Co-Invest. As such, GTCR may be deemed to be the beneficial owner of the shares reported in Table I by Co-Invest. GTCR is managed by its members. The Reporting Person is a member of GTCR and may be deemed to have an indirect pecuniary interest in the issuer's Common Stock owned by GTCR to the extent of the Reporting Person's indirect proportionate interest in GTCR. |
| (9) | 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. |
| (10) | 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. |
| (11) | Fund VII is the direct beneficial owner of the 2,457,756 shares reported in this row of Table I. 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 by Fund VII. GTCR is managed by its members. The Reporting Person is a member of GTCR and GTCR Partners VII and may be deemed to have an indirect pecuniary interest in the issuer's Common Stock owned by Fund VII to the extent of the Reporting Person's indirect proportionate interest in Fund VII. |
| (12) | Capital Partners is the direct beneficial owner of the 178,652 shares reported in this row of 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 by Capital Parters. GTCR is managed by its members. The Reporting Person is a member of GTCR, GTCR Partners VI and Mezzanine Partners and may be deemed to have an indirect pecuniary interest in the issuer's Common Stock owned by Capital Partners to the extent of the Reporting Person's indirect proportionate interest in Capital Partners. |
| (13) | Co-Invest is the direct beneficial owner of the 22,501 shares reported in this row of Table I. GTCR is the general partner Co-Invest. As such, GTCR may be deemed to be beneficial owner of the 22,501 shares reported in Table I by Co-Invest. GTCR is managed by its members. The Reporting Person is a member of GTCR and may be deemed to have an indirect pecuniary interest in the issuer's Common Stock owned by Co-Invest to the extent of the Reporting Person's indirect proportionate interest in Co-Invest. |