Rexford John H Form 4 VERRA MOBILITY / JOHN H REXFORD ownership change

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^*

REXFORD JOHN H

(Last) (First) (Middle)

2828 N. HASKELL AVENUE

BLDG. 1, FL. 10

(Street)

DALLAS TX 72504

(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	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/25/2020

4. If Amendment, Date of 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

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	05/25/2020		M		6,475	A	$0.00(1)	25,409	D

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
Restricted Stock Units	$0.00(1)	05/25/2020		M			6,475	(2)	(2)	Class A Common Stock	6,475	$0.00	0	D
Restricted Stock Units	$0.00(1)	05/26/2020		A		8,696		(3)	(3)	Class A Common Stock	8,696	$0.00	8,696	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of Verra Mobility Corporation Class A Common Stock.

2. On August 21, 2019, the Reporting Person was granted 6,475 shares of restricted stock units, vesting in full on the earlier of (a) August 21, 2020, or (b) the date immediately prior to the next annual meeting of Verra Mobility Corporation's stockholders occurring after the date of grant.

3. The restricted stock units will vest in full on the earlier of (a) May 26, 2021, or (b) the date immediately prior to the next annual meeting of Verra Mobility Corporation's stockholders occurring after the date of grant.

Remarks:

	/s/ John H. Rexford, by Rebecca Collins, as Attorney-in-Fact	05/27/2020
	** 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).
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