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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(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 and CEO
(Last)
(First)
(Middle)
VERIFONE HOLDINGS, INC., 2099 GATEWAY PLACE, SUITE 600
3. Date of Earliest Transaction (Month/Day/Year)
03/15/2007
(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)
Code V Amount (A) or (D) Price
Common Stock, par value $0.01 per share 03/15/2007   S(1)   28,805 D $ 35.83 972,882 I By Family Trusts (2)
Common Stock, par value $0.01 per share 03/15/2007   S(1)   8,100 D $ 35.8303 964,782 I By Family Trusts (2)
Common Stock, par value $0.01 per share 03/15/2007   S(1)   5,500 D $ 35.8314 959,282 I By Family Trusts (2)
Common Stock, par value $0.01 per share 03/15/2007   S(1)   1,100 D $ 35.8373 958,182 I By Family Trusts (2)
Common Stock, par value $0.01 per share 03/15/2007   S(1)   755 D $ 35.838 957,427 I By Family Trusts (2)
Common Stock, par value $0.01 per share 03/15/2007   S(1)   3,800 D $ 35.84 953,627 I By Family Trusts (2)
Common Stock, par value $0.01 per share 03/15/2007   S(1)   5,400 D $ 35.85 948,227 I By Family Trusts (2)
Common Stock, par value $0.01 per share 03/15/2007   S(1)   3,000 D $ 35.8503 945,227 I By Family Trusts (2)
Common Stock, par value $0.01 per share 03/15/2007   S(1)   1,540 D $ 35.8526 943,687 I By Family Trusts (2)
Common Stock, par value $0.01 per share 03/15/2007   S(1)   587 D $ 35.8551 943,100 I By Family Trusts (2)
Common Stock, par value $0.01 per share 03/15/2007   S(1)   400 D $ 35.86 942,700 I By Family Trusts (2)
Common Stock, par value $0.01 per share 03/15/2007   S(1)   1,100 D $ 35.8609 941,600 I By Family Trusts (2)
Common Stock, par value $0.01 per share 03/15/2007   S(1)   4,100 D $ 35.87 937,500 I By Family Trusts (2)
Common Stock, par value $0.01 per share 03/15/2007   S(1)   1,600 D $ 35.88 935,900 I By Family Trusts (2)
Common Stock, par value $0.01 per share 03/15/2007   S(1)   900 D $ 35.8844 935,000 I By Family Trusts (2)
Common Stock, par value $0.01 per share 03/15/2007   S(1)   2,400 D $ 35.8888 932,600 I By Family Trusts (2)
Common Stock, par value $0.01 per share 03/15/2007   S(1)   3,700 D $ 35.89 928,900 I By Family Trusts (2)
Common Stock, par value $0.01 per share 03/15/2007   S(1)   800 D $ 35.8913 928,100 I By Family Trusts (2)
Common Stock, par value $0.01 per share 03/15/2007   S(1)   500 D $ 35.892 927,600 I By Family Trusts (2)
Common Stock, par value $0.01 per share 03/15/2007   S(1)   400 D $ 35.895 927,200 I By Family Trusts (2)
Common Stock, par value $0.01 per share 03/15/2007   S(1)   300 D $ 35.8967 926,900 I By Family Trusts (2)
Common Stock, par value $0.01 per share 03/15/2007   S(1)   27,100 D $ 35.9 899,800 I By Family Trusts (2)
Common Stock, par value $0.01 per share 03/15/2007   S(1)   1,800 D $ 35.9011 898,000 I By Family Trusts (2)
Common Stock, par value $0.01 per share 03/15/2007   S(1)   900 D $ 35.9033 897,100 I By Family Trusts (2)
Common Stock, par value $0.01 per share 03/15/2007   S(1)   400 D $ 35.905 896,700 I By Family Trusts (2)
Common Stock, par value $0.01 per share 03/15/2007   S(1)   300 D $ 35.9067 896,400 I By Family Trusts (2)
Common Stock, par value $0.01 per share 03/15/2007   S(1)   2,700 D $ 35.91 893,700 I By Family Trusts (2)
Common Stock, par value $0.01 per share 03/15/2007   S(1)   600 D $ 35.9133 893,100 I By Family Trusts (2)
Common Stock, par value $0.01 per share 03/15/2007   S(1)   2,100 D $ 35.9157 891,100 I By Family Trusts (2)
Common Stock, par value $0.01 per share               1,946,452 I By Children?s Trust (3)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

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

Signatures

 /s/ Janelle Del Rosso, by Power of Attorney   03/19/2007
**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 pursuant to a Rule 10b5-1 sales plan effective as of December 10, 2006.
(2) 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.
(3) These securities are held in a trust for the benefit of the reporting person's children. 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 purpose of Section 16 or for any other purpose.

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