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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol VERRA MOBILITY Corp [ VRRM ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 10/17/2018 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Earnout Rights | (1)(2)(3) | 10/17/2018 | J(1)(2)(3) | 2,500,000 | (1)(2)(3) | 10/17/2023 | Class A common stock, par value $0.0001 per share | 2,500,000 | $0.00 | 2,500,000 | I | See footnotes(7)(8)(9) | |||
| Earnout Rights | (3)(4) | 10/17/2018 | J(3)(4) | 2,500,000 | (3)(4) | 10/17/2023 | Class A common stock, par value $0.0001 per share | 2,500,000 | $0.00 | 2,500,000 | I | See footnotes(7)(8)(9) | |||
| Earnout Rights | (3)(5) | 10/17/2018 | J(3)(5) | 2,500,000 | (3)(5) | 10/17/2023 | Class A common stock, par value $0.0001 per share | 2,500,000 | $0.00 | 2,500,000 | I | See footnotes(7)(8)(9) | |||
| Earnout Rights | (3)(6) | 10/17/2018 | J(3)(6) | 2,500,000 | (3)(6) | 10/17/2023 | Class A common stock, par value $0.0001 per share | 2,500,000 | $0.00 | 2,500,000 | I | See footnotes(7)(8)(9) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Pursuant an "earn-out" provision in that certain Agreement and Plan of Merger by and among the Issuer, AM Merger Sub I, Inc., AM Merger Sub II, LLC, Greenlight Holding II Corporation ("Greenlight") and PE Greenlight, in its capacity as the Stockholder Representative (as amended, the "Merger Agreement") related to the Issuer's business combination (the "Business Combination") with Greenlight on October 17, 2018 (the "Closing Date"), PE Greenlight Holdings, LLC ("PE Greenlight") is entitled to receive a one-time issuance of 2,500,000 shares of the Issuer's Class A common stock, |
| 2. (Continued from Footnote 1) par value $0.0001 per share ("Class A Shares") if (i) the volume weighted average closing sale price of one Class A Share on Nasdaq for a period of at least 10 days out of 20 consecutive trading days at any time during the five-year period following the Closing Date (the "Average Share Price") is greater than $13.00 or (ii) upon the occurrence of certain change of control events during the five-year period following the Closing Date, as further described in the Merger Agreement, if any such event results in the holders of Issuer's Class A Shares receiving a per share price equal to or in excess of $13.00 per share. |
| 3. PE Greenlight's right to receive additional Class A Shares pursuant to the "earn-out" provision in the Merger Agreement became fixed and irrevocable on the Closing Date, the effective date of the Business Combination. |
| 4. Pursuant an "earn-out" provision in the Merger Agreement, PE Greenlight is entitled to receive a one-time issuance of 2,500,000 Class A Shares if (i) the Average Share Price is greater than $15.50 or (ii) upon the occurrence of certain change of control events during the five-year period following the Closing Date, as further described in the Merger Agreement, if any such event results in the holders of the Issuer's Class A Shares receiving a per share price equal to or in excess of $15.50 per share. |
| 5. Pursuant an "earn-out" provision in the Merger Agreement, PE Greenlight is entitled to receive a one-time issuance of 2,500,000 Class A Shares if (i) the Average Share Price is greater than $18.00 or (ii) upon the occurrence of certain change of control events during the five-year period following the Closing Date, as further described in the Merger Agreement, if any such event results in the holders of the Issuer's Class A Shares receiving a per share price equal to or in excess of $18.00 per share. |
| 6. Pursuant an "earn-out" provision in the Merger Agreement, PE Greenlight is entitled to receive a one-time issuance of 2,500,000 Class A Shares if (i) the Average Share Price is greater than $20.50 or (ii) upon the occurrence of certain change of control events during the five-year period following the Closing Date, as further described in the Merger Agreement, if any such event results in the holders of the Issuer's Class A Shares receiving a per share price equal to or in excess of $20.50 per share. |
| 7. Earnout rights held directly by 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. |
| 8. (Continued from Footnote 7) 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. |
| 9. (Continued from Footnote 7) 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. |
| Remarks: |
| 1. Exhibit 99.1 - Signatures Form 2 of 2. |
| See Exhibit 99.1 - Signatures | 06/10/2019 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||