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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 | ||||||||
| Performance Restricted Stock Units | $ 0 (1) | 01/05/2007 | A | 200,000 | (2) | (2) | Common Stock, par value $0.01 per share | 200,000 | $ 0 | 200,000 | D | ||||
| Performance Restricted Stock Units | $ 0 (1) | 01/05/2007 | A | 100,000 | (3) | (3) | Common Stock, par value $0.01 per share | 200,000 | $ 0 | 100,000 | D | ||||
| Performance Restricted Stock Units | $ 0 (1) | 01/05/2007 | A | 200,000 | (4) | (4) | Common Stock, par value $0.01 per share | 200,000 | $ 0 | 200,000 | D | ||||
| Performance Restricted Stock Units | $ 0 (1) | 01/05/2007 | A | 100,000 | (5) | (5) | Common Stock, par value $0.01 per share | 200,000 | $ 0 | 100,000 | D | ||||
| Performance Restricted Stock Units | $ 0 (1) | 01/05/2007 | A | 200,000 | (6) | (6) | Common Stock, par value $0.01 per share | 200,000 | $ 0 | 200,000 | D | ||||
| Performance Restricted Stock Units | $ 0 (1) | 01/05/2007 | A | 100,000 | (7) | (7) | Common Stock, par value $0.01 per share | 200,000 | $ 0 | 100,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Bergeron Douglas C/O VERIFONE HOLDINGS, INC. 2099 GATEWAY PLACE, SUITE 600 SAN JOSE, CA 95110 |
X | Chairman and CEO | ||
| /s/ Janelle Del Rosso, by Power of Attorney | 01/09/2007 | |
| **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) | Each performance restricted stock unit ("Performance RSU") represents a contingent right to receive one share of VeriFone Holdings, Inc. (the "Company") common stock. |
| (2) | 200,000 Performance RSUs will vest on October 31, 2008 provided that the Company reports net income, as adjusted, per share, for the fiscal year ending October 31, 2007 (the "2007 Financial Target") in an amount that exceeds a pre-determined target set by the Company's Compensation Committee. In the event the Company does not meet the 2007 Financial Target, between 100,000 and 200,000 Performance RSUs will vest on October 31, 2008 if the Company reports net income, as adjusted, per share that is within a range of $0.05 per share of the 2007 Financial Target. Vested shares will be delivered to the reporting person reasonably promptly after October 31, 2008 if the reporting person remains employed with the Company on that date. Any Performance RSUs that are not vested and delivered will be cancelled. |
| (3) | All 100,000 Performance RSUs will vest on October 31, 2008 if the 2007 Financial Target is met and the volume weighted average price ("VWAP") of the Company's shares (as reported on the New York Stock Exchange ("NYSE")) in the 10 trading days beginning with the second full trading day following the Company's announcement of financial results for the fiscal year ending October 31, 2007 exceeds a pre-determined target set by the Company's Compensation Committee. Vested shares will be delivered to the reporting person reasonably promptly after October 31, 2008 if the reporting person remains employed with the Company on that date. Any Performance RSUs that are not vested and delivered will be cancelled. |
| (4) | 200,000 Performance RSUs will vest on October 31, 2009 provided that the Company reports net income, as adjusted, per share, for the fiscal year ending October 31, 2008 that reflects a 20% or more increase over the Company's net income, as adjusted, per share for the fiscal year ending October 31, 2007 (the "2008 Financial Target"). In the event the Company does not meet the 2008 Financial Target, 100,000 Performance RSUs will vest on October 31, 2009 if the Company reports net income, as adjusted, per share, for the fiscal year ending October 31, 2008 that is 90% of the increase contemplated by the 2008 Financial Target, increasing ratably to the 2008 Financial Target. Vested shares will be delivered to the reporting person reasonably promptly after October 31, 2009 if the reporting person remains employed with the Company on that date. Any Performance RSUs that are not vested and delivered will be cancelled. |
| (5) | All 100,000 Performance RSUs will vest on October 31, 2009 if the 2008 Financial Target is met and the VWAP of the Company's shares (as reported on the NYSE) in the 10 trading days beginning with the second full trading day following the Company's announcement of financial results for the fiscal year ending October 31, 2008 exceeds a pre-determined target set by the Company's Compensation Committee. Vested shares will be delivered to the reporting person reasonably promptly after October 31, 2009 if the reporting person remains employed with the Company on that date. Any Performance RSUs that are not vested and delivered will be cancelled. |
| (6) | 200,000 Performance RSUs will vest on October 31, 2010 provided that the Company reports net income, as adjusted, per share, for the fiscal year ending October 31, 2009 that reflects a 20% or more increase over the Company's net income, as adjusted, per share for the fiscal year ending October 31, 2008 (the "2009 Financial Target"). In the event the Company does not meet the 2009 Financial Target, 100,000 Performance RSUs will vest on October 31, 2010 if the Company reports net income, as adjusted, per share, for the fiscal year ending October 31, 2009 that is 90% of the increase contemplated by the 2008 Financial Target, increasing ratably to the 2008 Financial Target. Vested shares will be delivered to the reporting person reasonably promptly after October 31, 2010 if the reporting person remains employed with the Company on that date. Any Performance RSUs that are not vested and delivered will be cancelled. |
| (7) | All 100,000 Performance RSUs will vest on October 31, 2010 if the 2009 Financial Target is met and the VWAP of the Company's shares (as reported on the NYSE) in the 10 trading days beginning with the second full trading day following the Company's announcement of financial results for the fiscal year ending October 31, 2009 exceeds $62.20 per share. Vested shares will be delivered to the reporting person reasonably promptly after October 31, 2010 if the reporting person remains employed with the Company on that date. Any Performance RSUs that are not vested and delivered will be cancelled. |