Edgar Filing: Bergeron Douglas

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT 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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Bergeron Douglas

2. Issuer Name and Ticker or Trading Symbol
VeriFone Holdings, Inc. [PAY]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chairman & CEO

(Last)

(First)

(Middle)

C/O VERIFONE HOLDINGS, INC., 2099 GATEWAY PLACE, SUITE 600

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2006

(Street)

SAN JOSE, CA 95110

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.01 per share	03/01/2006		S⁽¹⁾		2,000	D	$ 26.35	337,334	I	By DGB Investments, Inc. ⁽²⁾
Common Stock, par value $0.01 per share	03/01/2006		S⁽¹⁾		5,000	D	$ 26.5	332,334	I	By DGB Investments, Inc. ⁽²⁾
Common Stock, par value $0.01 per share	03/01/2006		S⁽¹⁾		1,300	D	$ 26.56	331,034	I	By DGB Investments, Inc. ⁽²⁾
Common Stock, par value $0.01 per share	03/01/2006		S⁽¹⁾		500	D	$ 26.58	330,534	I	By DGB Investments, Inc. ⁽²⁾
Common Stock, par value $0.01 per share	03/01/2006		S⁽¹⁾		1,400	D	$ 26.6	329,134	I	By DGB Investments, Inc. ⁽²⁾
Common Stock, par value $0.01 per share	03/01/2006		S⁽¹⁾		500	D	$ 26.62	328,634	I	By DGB Investments, Inc. ⁽²⁾
Common Stock, par value $0.01 per share	03/01/2006		S⁽¹⁾		15,000	D	$ 26.65	313,634	I	By DGB Investments, Inc. ⁽²⁾
Common Stock, par value $0.01 per share	03/01/2006		S⁽¹⁾		3,000	D	$ 26.66	310,634	I	By DGB Investments, Inc. ⁽²⁾
Common Stock, par value $0.01 per share	03/01/2006		S⁽¹⁾		100	D	$ 26.68	310,534	I	By DGB Investments, Inc. ⁽²⁾
Common Stock, par value $0.01 per share	03/01/2006		S⁽¹⁾		100	D	$ 26.69	310,434	I	By DGB Investments, Inc. ⁽²⁾
Common Stock, par value $0.01 per share	03/01/2006		S⁽¹⁾		400	D	$ 26.7	310,034	I	By DGB Investments, Inc. ⁽²⁾
Common Stock, par value $0.01 per share	03/01/2006		S⁽¹⁾		1,400	D	$ 26.71	308,634	I	By DGB Investments, Inc. ⁽²⁾
Common Stock, par value $0.01 per share	03/01/2006		S⁽¹⁾		800	D	$ 26.72	307,834	I	By DGB Investments, Inc. ⁽²⁾
Common Stock, par value $0.01 per share	03/01/2006		S⁽¹⁾		500	D	$ 26.73	307,334	I	By DGB Investments, Inc. ⁽²⁾
Common Stock, par value $0.01 per share	03/01/2006		S⁽¹⁾		2,800	D	$ 26.74	304,534	I	By DGB Investments, Inc. ⁽²⁾
Common Stock, par value $0.01 per share	03/01/2006		S⁽¹⁾		4,300	D	$ 26.75	300,234	I	By DGB Investments, Inc. ⁽²⁾
Common Stock, par value $0.01 per share	03/01/2006		S⁽¹⁾		1,200	D	$ 26.76	299,034	I	By DGB Investments, Inc. ⁽²⁾
Common Stock, par value $0.01 per share								4,249,983	I	By Family Trusts ⁽³⁾

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)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Bergeron Douglas C/O VERIFONE HOLDINGS, INC. 2099 GATEWAY PLACE, SUITE 600 SAN JOSE, CA 95110	X		Chairman & CEO

Signatures

/s/ Janelle Del Rosso, by Power of Attorney		03/02/2006
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	The sale was effected by DGB Investments, Inc. pursuant to a Rule 10b5-1 sales plan effective as of September 30, 2005.
(2)	The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for the purposes of Section 16 or for any other purpose.
(3)	These securities are held in trusts for the benefit of members of the reporting person's family. The reporting person and/or the reporting person's spouse is a trustee of each of such trusts. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for the purposes of Section 16 or for any other purpose.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.