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
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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*
PLATINUM EQUITY LLC

(Last) (First) (Middle)
C/O PLATINUM EQUITY ADVISORS, LLC
360 NORTH CRESCENT DRIVE, SOUTH BUILDING

(Street)
BEVERLY HILLS CA 90210

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
VERRA MOBILITY Corp [ VRRM ]
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)
11/18/2019
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
Class A common stock, par value $0.0001 per share 11/18/2019 S 17,250,000 D $14.1 21,739,744 I See footnote(1)(2)(3)
Class A common stock, par value $0.0001 per share 3,540,344 D(4)
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
1. Name and Address of Reporting Person*
PLATINUM EQUITY LLC

(Last) (First) (Middle)
C/O PLATINUM EQUITY ADVISORS, LLC
360 NORTH CRESCENT DRIVE, SOUTH BUILDING

(Street)
BEVERLY HILLS CA 90210

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Platinum Equity Investment Holdings, LLC

(Last) (First) (Middle)
C/O PLATINUM EQUITY ADVISORS, LLC
360 NORTH CRESCENT DRIVE, SOUTH BUILDING

(Street)
BEVERLY HILLS CA 90210

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Gores Tom

(Last) (First) (Middle)
C/O PLATINUM EQUITY ADVISORS, LLC
360 NORTH CRESCENT DRIVE, SOUTH BUILDING

(Street)
BEVERLY HILLS CA 90210

(City) (State) (Zip)
Explanation of Responses:
1. Shares held directly by PE Greenlight Holdings, LLC ("PE Greenlight"). Platinum Equity Capital Partners IV, L.P. ("PECP IV") holds a majority membership interest in PE Greenlight and may be deemed to beneficially own the Issuer securities beneficially owned by PE Greenlight. Platinum Equity Partners IV, L.P. ("PEP IV LP") is the general partner of PECP IV and may be deemed to beneficially own the Issuer securities beneficially owned by PECP IV. Platinum Equity Partners IV, LLC ("PEP IV LLC") is the general partner of PEP IV LP and may be deemed to beneficially own the Issuer securities beneficially owned by PEP IV LP. Platinum Equity Investment Holdings IV, LLC ("PEIH IV") is the sole member of PEP IV LLC and may be deemed to beneficially own the Issuer securities beneficially owned by PEP IV LLC.
2. (Continued from Footnote 1) Platinum Equity Investment Holdings IV Manager, LLC ("PEIH IV Manager") is the sole manager of PEIH IV and may be deemed to beneficially own the Issuer securities beneficially owned by PEIH IV. Platinum Equity InvestCo, L.P. ("PEI LP") owns all of the economic interests in PEIH IV and may be deemed to beneficially own the Issuer securities beneficially owned by PEIH IV. Platinum Equity Investment Holdings IC (Cayman), LLC ("PEIH IC LLC") is the general partner of PEI LP and may be deemed to beneficially own the Issuer securities beneficially owned by PEI LP. Platinum Equity Investment Holdings, LLC ("PEIH LLC") is the sole member of PEIH IC LLC and may be deemed to beneficially own the Issuer securities beneficially owned by PEIH IC LLC. Platinum InvestCo (Cayman), LLC ("PI LLC") holds a controlling interest in PEI LP and may be deemed to beneficially own the Issuer securities beneficially owned by PEI LP.
3. (Continued from Footnote 2) Platinum Equity, LLC ("Platinum Equity") is the sole member of PEIH IV Manager and PEIH LLC and may be deemed to beneficially own the Issuer securities beneficially owned by each of PEIH IV Manager and PEIH LLC. Platinum Equity and Tom Gores, together, hold a controlling interest in PI LLC and may be deemed to beneficially own the Issuer securities beneficially owned by PI LLC. Tom Gores is the Chairman and Chief Executive Officer of Platinum Equity and may be deemed to beneficially own the Issuer securities beneficially owned by Platinum Equity. Mr. Gores disclaims beneficial ownership of all Issuer securities beneficially owned by each of the foregoing entities except to the extent of any pecuniary interest therein.
4. Tom Gores is the Chairman and Chief Executive Officer of Platinum Equity and may be deemed to beneficially own the Issuer securities beneficially owned by Platinum Equity. Mr. Gores disclaims beneficial ownership of all Issuer securities beneficially owned by Platinum Equity except to the extent of any pecuniary interest therein.
Remarks:
PE Greenlight, which is indirectly controlled by Tom Gores as described in footnote 1, is party to an Investor Rights Agreement with the Issuer which gives PE Greenlight the right to nominate up to three directors to the Issuer's board of directors, subject to certain ownership thresholds. Bryan Kelln, Jacob Kotzubei and David Roberts serve on the Issuer's board of directors pursuant to this right. 1. Exhibit 99.1 - Signatures Form 2 of 2.
See Exhibit 99.1 - Signatures 11/20/2019
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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