SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Francisco Partners II, LP (Last) (First) (Middle) ONE LETTERMAN DRIVE BUILDING C, SUITE 410 (Street) SAN FRANCISCO CA 94129 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol HYPERCOM CORP [ HYC ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 03/22/2011
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

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 $0.001 per share	03/18/2011		M		10,544,000(1)	A	(1)	5,923,492	I	See Footnote(2)(3)
Common Stock, par value $0.001 per share	03/18/2011		F		4,620,508(1)	D	(1)	5,923,492	I	See Footnote(2)(3)

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 Securities Underlying Derivative Security (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: 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
Warrant to Purchase Common Stock	(5)	03/18/2011		M			10,544,000	(1)	(1)	Common Stock, par value $0.001 per share	10,544,000	(5)	0	I	See Footnotes(2)(3)
Director Stock Option - Right to Buy	$1.03							04/01/2009	04/01/2018	Common Stock, par value $0.001 per share	15,000(4)		0	D
Director Stock Option - Right to Buy	$4.17							09/28/2011	09/28/2020	Common Stock, par value $0.001 per share	15,000(4)		0	D

1. Name and Address of Reporting Person* Francisco Partners II, LP (Last) (First) (Middle) ONE LETTERMAN DRIVE BUILDING C, SUITE 410 (Street) SAN FRANCISCO CA 94129 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* FP Hypercom Holdco, LLC (Last) (First) (Middle) ONE LETTERMAN DRIVE BUILDING C, SUITE 410 (Street) SAN FRANCISCO CA 94129 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Francisco Partners Parallel Fund II, L.P. (Last) (First) (Middle) ONE LETTERMAN DRIVE BUILDING C, SUITE 410 (Street) SAN FRANCISCO CA 94129 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Francisco Partners GP II, LP (Last) (First) (Middle) ONE LETTERMAN DRIVE, BUILDING C, SUITE 410 (Street) SAN FRANCISCO CA 94129 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Francisco Partners GP II Management, LLC (Last) (First) (Middle) ONE LETTERMAN DRIVE BUILDING C, SUITE 410 (Street) SAN FRANCISCO CA 94129 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GEESLIN KEITH (Last) (First) (Middle) ONE LETTERMAN DRIVE BUILDING C, SUITE 410 (Street) SAN FRANCISCO CA 94129 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Ludwig Thomas L. (Last) (First) (Middle) ONE LETTERMAN DRIVE BUILDING C, SUITE 410 (Street) SAN FRANCISCO CA 94129 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Shares acquired upon cashless net exercise of warrant for 10,544,000 shares 4,620,508 shares were paid as the exercise price of the warrant.

2. The reported securities are owned directly by FP Hypercom Holdco, LLC, a Delaware limited liability company ("FP Holdco"), and indirectly by Francisco Partners II, L.P., a Delaware limited partnership ("Francisco Partners II"), as a member of FP Holdco, Francisco Partners Parallel Fund II, L.P., a Delaware limited partnership ("Francisco Partners Parallel Fund"), as a member of FP Holdco, Francisco Partners GP II, L.P., a Delaware limited partnership ("Francisco Partners GP II"), as general partner of Francisco Partners II and Francisco Partners Parallel Fund, Francisco Partners GP II Management, LLC, a Delaware limited liability company ("Francisco Partners Management"), as general partner of Francisco Partners GP II, and Keith Geeslin, a limited partner of Francisco Partners GP II and a managing member of Francisco Partners Management.

3. Pursuant to Rule 16a-1, Francisco Partners II, Francisco Partners Parallel Fund, Francisco Partners GP II, Francisco Partners Management and Keith Geeslin disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein.

4. Under Hypercom Corporation's ("Hypercom") current Nonemployee Directors' Stock Option Plan, as amended, Keith Geeslin and Thomas Ludwig were each granted options to purchase 15,000 shares of common stock upon their respective appointments as directors of Hypercom.

5. Pursuant to the Warrant of Hypercom, FP Holdco is effecting a cashless net exercise of the warrant, pursuant to which the exercise price will be deducted from the closing sale price of Hypercom Common Stock to determine the number of net shares FP Holdco will receive.

Remarks:

This report is filed jointly by FP Holdco, Francisco Partners II, Francisco Partners Parallel Fund, Francisco Partners GP II, Francisco Partners Management, Keith Geeslin and Tom Ludwig. Francisco Partners II may be deemed a director by deputization by virtue of its right to nominate two representatives to serve on the board of directors of Hypercom. Keith Geeslin and Tom Ludwig serve as Francisco Partners II's representatives on Hypercom's board of directors.

	FP HYPERCOM HOLDCO, LLC: By: Francisco Partners II, L.P., Managing Member: By: Francisco Partners GP II, L.P., General Partner: By: Francisco Partner GP II Management, LLC, General Partner: By: /s/ KEITH GEESLIN: Keith Geeslin, Managing Member	03/25/2011
	FRANCISCO PARTNERS II, L.P.: By: Francisco Partners GP II, L.P., General Partner: By: Francisco Partners GP II Management, LLC, General Partner: By: /s/ KEITH GEESLIN: Keith Geeslin, Managing Member	03/25/2011
	FRANCISCO PARTNERS PARALLEL FUND II, L.P.: By: Francisco Partners GP II, L.P., General Partner: By: Francisco Partners GP II Management, LLC, General Partner: By: /s/ KEITH GEESLIN: Keith Geeslin, Managing Member	03/25/2011
	FRANCISCO PARTNERS GP II, L.P.: By: Francisco Partners GP II Management, LLC, General Partner: By: /s/ KEITH GEESLIN: Keith Geeslin, Managing Member	03/25/2011
	FRANCISCO PARTNERS GP II MANAGEMENT, LLC: By: /s/ KEITH GEESLIN: Keith Geeslin, Managing Member	03/25/2011
	/s/ KEITH GEESLIN	03/25/2011
	/s/ Thomas L. Ludwig	03/25/2011
	** Signature of Reporting Person	Date
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