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 *
Yanay Eliezer
   2. Issuer Name and Ticker or Trading Symbol
VeriFone Holdings, Inc. [PAY] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President, VeriFone Israel
(Last)
(First)
(Middle)
C/O VERIFONE HOLDINGS, INC., 2099 GATEWAY PLACE, SUITE 600		 3. Date of Earliest Transaction (Month/Day/Year)
07/09/2009
(Street)

SAN JOSE, CA 95100		 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 07/09/2009   P   3,812 A $ 7.12 20,000 D  
Common Stock               1,000 I By Son (5)

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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
Non-Qualified Stock Option (right to buy) $ 30.32 07/09/2009   G(1)     20,000   (2) 10/26/2012 Common Stock 20,000 $ 30.32 0 D  
Non-Qualified Stock Option (right to buy) $ 28.52 07/09/2009   G(1)     100,000   (3) 04/10/2013 Common Stock 100,000 $ 28.52 0 D  
Non-Qualified Stock Option (right to buy) $ 35.47 07/09/2009   G(1)     25,000   (4) 07/02/2014 Common Stock 25,000 $ 35.47 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Yanay Eliezer
C/O VERIFONE HOLDINGS, INC.
2099 GATEWAY PLACE, SUITE 600
SAN JOSE, CA 95100		       President, VeriFone Israel  

Signatures

 Carolyn Belamide for Eliezer Yanay   07/09/2009
**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 filing reflects the voluntary election by the reporting person to relinquish stock options back to the issuer. The reporting person is receiving NO compensation in exchange for said options in any other way.
(2) 50% of this stock option vested on July 26, 2007, 25% vested on July 26, 2008, and the final 25% will have vested on July 26, 2009.
(3) 50% of this stock option vested on April 10, 2008, 25% vested on April 10, 2009, and the final 25% will have vested on April 10, 2010.
(4) 25% of this stock option vested on July 2, 2008. An additional 6.25% of this stock option will have vested at the end of each subsequent three month period thereafter until the stock option became fully vested on July 2, 2011.
(5) Shares were acquired by Mr. Yanay's son. Mr. Yanay disclaims any and all direct or indirect beneficial ownership interest in such shares.

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