0001193125-18-332420.txt : 20181121 0001193125-18-332420.hdr.sgml : 20181121 20181121163258 ACCESSION NUMBER: 0001193125-18-332420 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20181121 DATE AS OF CHANGE: 20181121 GROUP MEMBERS: AEG HOLDINGS, LLC GROUP MEMBERS: ALEC GORES SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VERRA MOBILITY Corp CENTRAL INDEX KEY: 0001682745 STANDARD INDUSTRIAL CLASSIFICATION: TRANSPORTATION SERVICES [4700] IRS NUMBER: 813563824 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-89760 FILM NUMBER: 181198553 BUSINESS ADDRESS: STREET 1: 1150 N. ALMA SCHOOL ROAD CITY: MESA STATE: AZ ZIP: 85201 BUSINESS PHONE: 480.443.7000 MAIL ADDRESS: STREET 1: 1150 N. ALMA SCHOOL ROAD CITY: MESA STATE: AZ ZIP: 85201 FORMER COMPANY: FORMER CONFORMED NAME: Gores Holdings II, Inc. DATE OF NAME CHANGE: 20160819 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Gores Sponsor II LLC CENTRAL INDEX KEY: 0001682744 IRS NUMBER: 813563945 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 9800 WILSHIRE BOULEVARD CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-209-3010 MAIL ADDRESS: STREET 1: 9800 WILSHIRE BOULEVARD CITY: BEVERLY HILLS STATE: CA ZIP: 90212 SC 13D/A 1 d656203dsc13da.htm SC 13D/A SC 13D/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13D

Amendment No. 1

Information To Be Included in Statements Filed Pursuant to § 240.13d-1(a) and

Amendments Thereto Filed Pursuant to § 240.13d-2(a)

 

 

Verra Mobility Corporation

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

382867109

(CUSIP Number)

Gores Sponsor II, LLC

9800 Wilshire Blvd.

Los Angeles, CA 90212

310-209-3010

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 16, 2018

(Date of Event Which Requires Filing of This Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because off §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

 

 

*

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 disclosures provided in a prior cover page.

The information required on 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).

 

 

 


CUSIP No. 382867109    13D    Page 2 of 7 Pages

 

  1   

NAME OF REPORTING PERSONS

 

Gores Sponsor II, LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐    (1)        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

00

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

DELAWARE

NUMBER OF SHARES BENEFICIALLY   OWNED BY EACH REPORTING PERSON
WITH

 

     7    

SOLE VOTING POWER

 

0 (see Item 5)

     8   

SHARED VOTING POWER

 

4,144,577 (1) (see Item 5)

     9   

SOLE DISPOSITIVE POWER

 

0 (see Item 5)

   10   

SHARED DISPOSITIVE POWER

 

4,144,577 (1) (see Item 5)

11   

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,144,577 (1) (see Item 5)

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

2.7%

14  

TYPE OF REPORTING PERSON

 

OO (Delaware limited liability company)

 

(1)

Consents of 4,144,577 shares of Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”), of Verra Mobility Corporation (formerly known as Gores Holdings II, Inc., the “Issuer”) owned directly by Gores Sponsor II, LLC (“Sponsor”).


CUSIP No. 382867109    13D    Page 3 of 7 Pages

 

  1   

NAME OF REPORTING PERSONS

 

AEG Holdings, LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐    (1)        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

00

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

DELAWARE

NUMBER OF SHARES BENEFICIALLY   OWNED BY EACH REPORTING PERSON
WITH

 

     7    

SOLE VOTING POWER

 

0 (see Item 5)

     8   

SHARED VOTING POWER

 

8,334,781 (1) (see Item 5)

     9   

SOLE DISPOSITIVE POWER

 

0 (see Item 5)

   10   

SHARED DISPOSITIVE POWER

 

8,334,781 (1) (see Item 5)

11   

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

8,334,781 (1) (see Item 5)

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

5.2%

14  

TYPE OF REPORTING PERSON

 

OO (Delaware limited liability company)

 

(1)

Represents (a) the 1,220,455 shares of Class A Common Stock owned directly by AEG Holdings, LLC (“AEG”), (b) 4,144,577 shares of Class A Common Stock owned directly by Sponsor and (c) 2,969,749 shares of Class A Common Stock issuable upon exercise of 2,969,749 warrants to purchase shares of Class A Common Stock issuable upon exercise on a one-for-one basis at an exercise price of $11.50 per share (“Warrants”) owned directly by AEG. AEG is the managing member of Sponsor and, accordingly, may be deemed to have beneficial ownership of the shares of Class A Common Stock owned directly thereby.


CUSIP No. 382867109    13D    Page 4 of 7 Pages

 

  1   

NAME OF REPORTING PERSONS

 

Alec Gores

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐    (1)        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

00

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

UNITED STATES

NUMBER OF SHARES BENEFICIALLY   OWNED BY EACH REPORTING PERSON
WITH

 

     7    

SOLE VOTING POWER

 

0 (see Item 5)

     8   

SHARED VOTING POWER

 

8,769,564 (1) (see Item 5)

     9   

SOLE DISPOSITIVE POWER

 

0 (see Item 5)

   10   

SHARED DISPOSITIVE POWER

 

8,769,564 (1) (see Item 5)

11   

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

8,769,564 (1) (see Item 5)

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

5.5%

14  

TYPE OF REPORTING PERSON

 

IN

 

(1)

Represents (a) the 1,220,455 shares of Class A Common Stock owned directly by AEG, (b) 4,144,577 shares of Class A Common Stock owned directly by Sponsor, (c) 2,969,749 shares of Class A Common Stock issuable upon exercise of 2,969,749 Warrants owned directly by AEG, (d) 108,696 shares of Class A Common Stock owned by a trust for the benefit of Mr. Gores’s daughter for which Mr. Gores serves as a trustee and (e) 326,087 shares of Class A Common Stock owned by a trust for the benefit of Mr. Gores’s son who is a member of his household. Alec Gores is the managing member of AEG and, accordingly, may be deemed to have beneficial ownership of the shares of Class A Common Stock or underlying Warrants owned directly thereby and the shares of Class A Common Stock owned by Sponsor, as well as the shares of Class A Common Stock owned directly or by trusts for the benefit of his daughters.


 

Page 5 of 7 Pages

Explanatory Note

This Amendment No. 1 (“Amendment No. 1”) amends the Schedule 13D originally filed on October 26, 2018 (the “Schedule 13D”) jointly by Gores Sponsor II, LLC (“Sponsor”), AEG Holdings, LLC (“AEG”) and Alec Gores (“Alec Gores”), each of whom may be referred to herein as a “Reporting Person” and collectively as the “Reporting Persons,” with respect to the Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”) of Verra Mobility Corporation (formerly known as Gores Holdings II, Inc., the “Issuer”). Capitalized terms used herein but not defined herein shall have the meaning attributed to them in the Schedule 13D.


 

Page 6 of 7 Pages

 

Item 4.

Purpose of Transaction

Item 4 is hereby supplemented as follows:

On November 16, 2018, Sponsor made a distribution of 3,492,401 Warrants to its members, including the distribution of 2,969,749 Warrants to AEG.

 

Item 5.

Interest in Securities of the Issuer

Items 5(a)-(c) are hereby amended and supplemented as follows:

(a)-(b)

The following sets forth, as of the date of this Amendment No. 1, the aggregate number of shares of Class A Common Stock and percentage of Class A Common Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Class A Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition of, as of the date hereof, based on 156,056,642 shares of Class A Common Stock outstanding as of November 8, 2018, as reported in the Quarterly Report on Form 10-Q, filed with the SEC on November 8, 2018 by the Issuer. The shares of Class A Common Stock held by AEG and Alec Gores includes 2,969,749 shares of Class A Common Stock issuable upon exercise of 2,969,749 Warrants held of record by AEG.

 

Reporting Person

   Number of
Shares
Beneficially
Owned
     Percentage
Beneficially
Owned
    Sole
Power to
Vote or
Direct the
Vote
     Shared
Power to
Vote or
Direct the
Vote
     Sole Power
to Dispose
or Direct
the
Disposition
     Shared
Power to
Dispose or
Direct the
Disposition
 

Gores Sponsor II, LLC

     4,144,577        2.7     0        4,144,577        0        4,144,577  

AEG Holdings II, LLC

     8,334,781        5.2     0        8,334,781        0        8,334,781  

Alec Gores

     8,769,564        5.5     0        8,769,564        0        8,769,564  

(c) Except as described in Item 4, during the past 60 days none of the Reporting Persons or Related Persons has effected any transactions in the Class A Common Stock.


 

Page 7 of 7 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.

Dated: November 21, 2018

 

GORES SPONSOR II, LLC
By:  

/s/ Alec Gores

  Name: Alec Gores
  Title: President
AEG HOLDINGS, LLC
By:  

/s/ Alec Gores

  Name: Alec Gores
  Title: Managing Member
ALEC GORES
 

/s/ Alec Gores