Edgar Filing: VeriFone Holdings, Inc.

CUSIP No. 92342Y 10 9	13G	Page 1 of 17 Pages

	UNITED STATES	OMB APPROVAL
	SECURITIES AND EXCHANGE COMMISSION	OMB Number: 3235-0145
	Washington, D.C. 20549	Expires: December 31, 2005
	SCHEDULE 13G	Estimated average burden hours per response. . 10.7

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

VeriFone Holdings, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

92342Y 10 9

(CUSIP Number)

December 31, 2006

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o	Rule 13d-1(b)
o	Rule 13d-1(c)
x	Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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.

CUSIP No. 92342Y 10 9	13G	Page 2 of 17 Pages

	[Repeat this page as necessary]

1	NAMES OF REPORTING PERSON: GTCR Fund VII, L.P.

	I.R.S. IDENTIFICATION NOs. OF ABOVE PERSONS:

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a)				o
	(b)				x

3	SEC USE ONLY

4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware
NUMBER OF		5	SOLE VOTING POWER:
SHARES
BENEFICIALLY			15,213,750.95
OWNED BY		6	SHARED VOTING POWER:
EACH
REPORTING			-0- (See Item 4)
PERSON		7	SOLE DISPOSITIVE POWER:
WITH
			15,213,750.95
		8	SHARED DISPOSITIVE POWER:

			-0- (See Item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	(See Item 4) 15,213,750.95
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*			o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	18.6%
12	TYPE OF REPORTING PERSON*: PN

* SEE INSTRUCTIONS BEFORE FILLING OUT.

CUSIP No. 92342Y 10 9	13G	Page 3 of 17 Pages

	[Repeat this page as necessary]

1	NAMES OF REPORTING PERSON: GTCR Co-Invest, L.P.

	I.R.S. IDENTIFICATION NOs. OF ABOVE PERSONS:

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a)				o
	(b)				x

3	SEC USE ONLY

4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware
NUMBER OF		5	SOLE VOTING POWER:
SHARES
BENEFICIALLY			139,283.52
OWNED BY		6	SHARED VOTING POWER:
EACH
REPORTING			-0- (See Item 4)
PERSON		7	SOLE DISPOSITIVE POWER:
WITH
			139,283.52
		8	SHARED DISPOSITIVE POWER:

			-0- (See Item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	(See Item 4) 139,283.52
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*			o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	0.2%
12	TYPE OF REPORTING PERSON*: PN

* SEE INSTRUCTIONS BEFORE FILLING OUT.

CUSIP No. 92342Y 10 9	13G	Page 4 of 17 Pages

	[Repeat this page as necessary]

1	NAMES OF REPORTING PERSON: GTCR Capital Partners, L.P.

	I.R.S. IDENTIFICATION NOs. OF ABOVE PERSONS:

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a)				o
	(b)				x

3	SEC USE ONLY

4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware
NUMBER OF		5	SOLE VOTING POWER:
SHARES
BENEFICIALLY			1,105,877.1
OWNED BY		6	SHARED VOTING POWER:
EACH
REPORTING			-0- (See Item 4)
PERSON		7	SOLE DISPOSITIVE POWER:
WITH
			1,105,877.1
		8	SHARED DISPOSITIVE POWER:

			-0- (See Item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	(See Item 4) 1,105,877.1
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*			o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	1.4%
12	TYPE OF REPORTING PERSON*: PN

* SEE INSTRUCTIONS BEFORE FILLING OUT.

CUSIP No. 92342Y 10 9	13G	Page 5 of 17 Pages

	[Repeat this page as necessary]

1	NAMES OF REPORTING PERSON: GTCR Partners VII, L.P.

	I.R.S. IDENTIFICATION NOs. OF ABOVE PERSONS:

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a)				o
	(b)				x

3	SEC USE ONLY

4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware
NUMBER OF		5	SOLE VOTING POWER:
SHARES
BENEFICIALLY			-0-
OWNED BY		6	SHARED VOTING POWER:
EACH
REPORTING			15,213,750.95 (See Item 4)
PERSON		7	SOLE DISPOSITIVE POWER:
WITH
			-0-
		8	SHARED DISPOSITIVE POWER:

			15,213,750.95 (See Item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	(See Item 4) 15,213,750.95
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*			o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	18.6%
12	TYPE OF REPORTING PERSON*: PN

* SEE INSTRUCTIONS BEFORE FILLING OUT.

CUSIP No. 92342Y 10 9	13G	Page 6 of 17 Pages

	[Repeat this page as necessary]

1	NAMES OF REPORTING PERSON: GTCR Mezzanine Partners, L.P.

	I.R.S. IDENTIFICATION NOs. OF ABOVE PERSONS:

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a)				o
	(b)				x

3	SEC USE ONLY

4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware
NUMBER OF		5	SOLE VOTING POWER:
SHARES
BENEFICIALLY			-0-
OWNED BY		6	SHARED VOTING POWER:
EACH
REPORTING			1,105,877.1 (See Item 4)
PERSON		7	SOLE DISPOSITIVE POWER:
WITH
			-0-
		8	SHARED DISPOSITIVE POWER:

			1,105,877.1 (See Item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	(See Item 4) 1,105,877.1
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*			o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	1.4%
12	TYPE OF REPORTING PERSON*: PN

* SEE INSTRUCTIONS BEFORE FILLING OUT.

CUSIP No. 92342Y 10 9	13G	Page 7 of 17 Pages

	[Repeat this page as necessary]

1	NAMES OF REPORTING PERSON: GTCR Partners VI, L.P.

	I.R.S. IDENTIFICATION NOs. OF ABOVE PERSONS:

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a)				o
	(b)				x

3	SEC USE ONLY

4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware
NUMBER OF		5	SOLE VOTING POWER:
SHARES
BENEFICIALLY			-0-
OWNED BY		6	SHARED VOTING POWER:
EACH
REPORTING			1,105,877.1 (See Item 4)
PERSON		7	SOLE DISPOSITIVE POWER:
WITH
			-0-
		8	SHARED DISPOSITIVE POWER:

			1,105,877.1 (See Item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	(See Item 4) 1,105,877.1
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*			o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	1.4%
12	TYPE OF REPORTING PERSON*: PN

* SEE INSTRUCTIONS BEFORE FILLING OUT.

CUSIP No. 92342Y 10 9	13G	Page 8 of 17 Pages

	[Repeat this page as necessary]

1	NAMES OF REPORTING PERSON: GTCR Golder Rauner, L.L.C.

	I.R.S. IDENTIFICATION NOs. OF ABOVE PERSONS:

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a)				o
	(b)				x

3	SEC USE ONLY

4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware
NUMBER OF		5	SOLE VOTING POWER:
SHARES
BENEFICIALLY			-0-
OWNED BY		6	SHARED VOTING POWER:
EACH
REPORTING			16,458,911.57 (See Item 4)
PERSON		7	SOLE DISPOSITIVE POWER:
WITH
			-0-
		8	SHARED DISPOSITIVE POWER:

			16,458,911.57 (See Item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	(See Item 4) 16,458,911.57
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*			o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	20.1%
12	TYPE OF REPORTING PERSON*: OO

* SEE INSTRUCTIONS BEFORE FILLING OUT.

CUSIP No. 92342Y 10 9

13G

Page 9 of 17 Pages

Item 1(a) Name of Issuer:

VeriFone Holdings, Inc. (the “Company”)

Item 1(b) Address of Issuer’s Principal Executive Offices:

2099 Gateway Place, Suite 600, San Jose, California 95110

Item 2(a) Name of Person Filing:

This Schedule 13G is being jointly filed by each of the following persons pursuant to Rule 13d-1(k) promulgated by the Securities and Exchange Commission pursuant to Section 13 of the Act: GTCR Fund VII, L.P. (“Fund VII”), GTCR Co-Invest, L.P. (“Co-Invest”), GTCR Capital Partners, L.P. (“Capital Partners”), GTCR Partners VII, L.P. (“Partners VII”), GTCR Partners VI, L.P. (“Partners VI”), GTCR Mezzanine Partners, L.P. (“Mezzanine Partners”) and GTCR Golder Rauner, L.L.C. (“GTCR”), or collectively, the “Reporting Persons.”

The Reporting Persons have entered into a Joint Filing Agreement, dated as of the date hereof, a copy of which is filed with this Schedule 13G as Exhibit A, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.

Item 2(b) Address of Principal Business Office or, if none, Residence:

The address of the principal business office of each of the Reporting Persons is 6100 Sears Tower, Chicago, Illinois 60606.

Item 2(c) Citizenship:

Each of the Reporting Persons that are entities is organized under the laws of the State of Delaware.

Item 2(d) Title of Class of Securities:

Common Stock, par value $0.01 per share (the “Common Stock”).

Item 2(e) CUSIP No.:

92342Y 10 9

Item 3 If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person filing is a:

Not Applicable.

Item 4 Ownership:

(a)-(b) Amount beneficially owned and percent of class.

CUSIP No. 92342Y 10 9

13G

Page 10 of 17 Pages

Fund VII is the direct beneficial owner of 15,213,750.95 shares of Common Stock, or approximately 18.6% of the Common Stock. Capital Partners is the direct beneficial owner of 1,105,877.1 shares of Common Stock, or approximately 1.4% of the Common Stock. Co-Invest is the direct beneficial owner of 139,283.52 shares of Common Stock, or approximately 0.2% of the Common Stock.

The shares of Common Stock beneficially owned by Fund VII may be deemed to be beneficially owned indirectly by: (i) Partners VII, the general partner of Fund VII; and (ii) GTCR, the general partner of Partners VII. The shares of Common Stock beneficially owned by Capital Partners may be deemed to be beneficially owned indirectly by: (i) Mezzanine Partners, the general partner of Capital Partners; (ii) Partners VI, the general partner of Mezzanine Partners; and (iii) GTCR, the general partner of Partners VI. The shares of Common Stock beneficially owned by Co-Invest may be deemed to be beneficially owned indirectly by GTCR, the general partner of Co-Invest. GTCR makes decisions with respect to the voting and disposition of the shares held by Fund VII, Capital Partners and Co-Invest through a six-person members committee.

Pursuant to Rule 13d-5(b)(1) under the Act, Partners VII, Mezzanine Partners, Partners VI and GTCR may be deemed as a group to have beneficial ownership of 16,458,911.57 shares of Common Stock, the aggregate number of shares of Common Stock held by the Reporting Persons. Each such person disclaims beneficial ownership of any such shares in which it does not have a pecuniary interest.

All of the percentages calculated in this Schedule 13G are based upon an aggregate of 81,823,286 shares of Common Stock outstanding as of December 8, 2006, as disclosed in the Company’s Form 10-K, dated December 18, 2006.

(i) Sole power to vote or to direct the vote:

See Item 5 of each cover page.

(ii) Shared power to vote or to direct the vote:

See Item of 6 of each cover page.

(iii) Sole power to vote or to direct the disposition:

See Item 7 of each cover page.

(iv) Shared power to vote or to direct the disposition:

See Item 8 of each cover page.

Item 5 Ownership of Five Percent or Less of a Class:

Not applicable.

CUSIP No. 92342Y 10 9

13G

Page 11 of 17 Pages

Item 6 Ownership of More Than Five Percent on Behalf of Another Person:

See response to Items 4(a) and (b).

Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:

Not applicable.

Item 8 Identification and Classification of Members of the Group:

The Reporting Persons may be deemed to be a “group” for purposes of Section 13(d)(3) of the Act. The Reporting Persons expressly disclaim that they have agreed to act as a group other than as described in this statement.

Item 9 Notice of Dissolution of Group:

Not applicable.

Item 10 Certification:

Not applicable.

CUSIP No. 92342Y 10 9

13G

Page 12 of 17 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 12, 2007

	GTCR FUND VII, L.P.

	By:	GTCR Partners VII, L.P.
	Its:	General Partner

	By:	GTCR Golder Rauner, L.L.C.
	Its:	General Partner

	By:	/s/ Steven S. Hall
	Name:	Steven S. Hall
	Its:	Authorized Signatory pursuant to a power of attorney filed as Exhibit 24 to the Forms 4 filed on September 26, 2005

	GTCR CO-INVEST, L.P.

	By:	GTCR Golder Rauner, L.L.C.
	Its:	General Partner

	By:	/s/ Steven S. Hall
	Name:	Steven S. Hall
	Its:	Authorized Signatory pursuant to a power of attorney filed as Exhibit 24 to the Forms 4 filed on September 26, 2005

CUSIP No. 92342Y 10 9

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Page 13 of 17 Pages

	GTCR CAPITAL PARTNERS, L.P.

	By:	GTCR Mezzanine Partners, L.P.
	Its:	General Partner

	By:	GTCR Partners VI, L.P.
	Its:	General Partner

	By:	GTCR Golder Rauner, L.L.C.
	Its:	General Partner

	By:	/s/ Steven S. Hall
	Name:	Steven S. Hall
	Its:	Authorized Signatory pursuant to a power of attorney filed as Exhibit 24 to the Forms 4 filed on September 26, 2005

	GTCR PARTNERS VII, L.P.

	By:	GTCR Golder Rauner, L.L.C.
	Its:	General Partner

	By:	/s/ Steven S. Hall
	Name:	Steven S. Hall
	Its:	Authorized Signatory pursuant to a power of attorney filed as Exhibit 24 to the Forms 4 filed on September 26, 2005

	GTCR GOLDER RAUNER, L.L.C.

	By:	/s/ Steven S. Hall
	Name:	Steven S. Hall
	Its:	Authorized Signatory pursuant to a power of attorney filed as Exhibit 24 to the Forms 4 filed on September 26, 2005

CUSIP No. 92342Y 10 9

13G

Page 14 of 17 Pages

	GTCR MEZZANINE PARTNERS, L.P.

	By:	GTCR Partners VI, L.P.
	Its:	General Partner

	By:	GTCR Golder Rauner, L.L.C.
	Its:	General Partner

	By:	/s/ Steven S. Hall
	Name:	Steven S. Hall
	Its:	Authorized Signatory pursuant to a power of attorney filed as Exhibit 24 to the Forms 4 filed on September 26, 2005

	GTCR PARTNERS VI, L.P.

	By:	GTCR Golder Rauner, L.L.C.
	Its:	General Partner

	By:	/s/ Steven S. Hall
	Name:	Steven S. Hall
	Its:	Authorized Signatory pursuant to a power of attorney filed as Exhibit 24 to the Forms 4 filed on September 26, 2005

CUSIP No. 92342Y 10 9

13G

Page 15 of 17 Pages

Exhibit A

AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G

The undersigned hereby agree as follows:

(i) Each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed on behalf of each of them; and

(ii) Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

Date: February 12, 2007

	GTCR FUND VII, L.P.

	By:	GTCR Partners VII, L.P.
	Its:	General Partner

	By:	GTCR Golder Rauner, L.L.C.
	Its:	General Partner

	By:	/s/ Steven S. Hall
	Name:	Steven S. Hall
	Its:	Authorized Signatory pursuant to a power of attorney filed as Exhibit 24 to the Forms 4 filed on September 26, 2005

	GTCR CO-INVEST, L.P.

	By:	GTCR Golder Rauner, L.L.C.
	Its:	General Partner

	By:	/s/ Steven S. Hall
	Name:	Steven S. Hall
	Its:	Authorized Signatory pursuant to a power of attorney filed as Exhibit 24 to the Forms 4 filed on September 26, 2005

CUSIP No. 92342Y 10 9

13G

Page 16 of 17 Pages

	GTCR CAPITAL PARTNERS, L.P.

	By:	GTCR Mezzanine Partners, L.P.
	Its:	General Partner

	By:	GTCR Partners VI, L.P.
	Its:	General Partner

	By:	GTCR Golder Rauner, L.L.C.
	Its:	General Partner

	By:	/s/ Steven S. Hall
	Name:	Steven S. Hall
	Its:	Authorized Signatory pursuant to a power of attorney filed as Exhibit 24 to the Forms 4 filed on September 26, 2005

	GTCR PARTNERS VII, L.P.

	By:	GTCR Golder Rauner, L.L.C.
	Its:	General Partner

	By:	/s/ Steven S. Hall
	Name:	Steven S. Hall
	Its:	Authorized Signatory pursuant to a power of attorney filed as Exhibit 24 to the Forms 4 filed on September 26, 2005

	GTCR GOLDER RAUNER, L.L.C.

	By:	/s/ Steven S. Hall
	Name:	Steven S. Hall
	Its:	Authorized Signatory pursuant to a power of attorney filed as Exhibit 24 to the Forms 4 filed on September 26, 2005

CUSIP No. 92342Y 10 9

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Page 17 of 17 Pages

	GTCR MEZZANINE PARTNERS, L.P.

	By:	GTCR Partners VI, L.P.
	Its:	General Partner

	By:	GTCR Golder Rauner, L.L.C.
	Its:	General Partner

	By:	/s/ Steven S. Hall
	Name:	Steven S. Hall
	Its:	Authorized Signatory pursuant to a power of attorney filed as Exhibit 24 to the Forms 4 filed on September 26, 2005

	GTCR PARTNERS VI, L.P.

	By:	GTCR Golder Rauner, L.L.C.
	Its:	General Partner

	By:	/s/ Steven S. Hall
	Name:	Steven S. Hall
	Its:	Authorized Signatory pursuant to a power of attorney filed as Exhibit 24 to the Forms 4 filed on September 26, 2005