Platinum Equity Investment Form 4 VERRA MOBILITY / Tom Gores 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^*

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)
05/26/2020

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

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)	05/26/2020		A		17,392(2)		(3)	(3)	Class A Common Stock, par value $0.0001 per share	17,392	$0.00	17,392	I	See footnote(4)(5)(6)

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. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock of Verra Mobility Corporation (the "Issuer").

2. The restricted stock units reported on this row were granted to Bryan Kelln and Jacob Kotzubei as compensation for their service on the Issuer's board of directors and are held by Messrs. Kelln and Kotzubei for the benefit of PE Greenlight Holdings, LLC ("PE Greenlight"). 8,696 of such restricted stock units were granted to Mr. Kelln, and 8,696 of such restricted stock units were granted to Mr. Kotzubei.

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 Issuer's stockholders occurring after the date of grant. Pursuant to a contractual agreement between Messrs. Kelln and Kotzubei, on the one hand, and PE Greenlight, on the other hand, the shares of Class A Common Stock issued to Messrs. Kelln and Kotzubei upon settlement of such restricted stock units will be immediately transferred to PE Greenlight in a transaction exempt from Section 16 pursuant to Rule 16a-13 thereunder.

4. 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.

5. (Continued from Footnote 4) 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.

6. Platinum Equity, LLC ("Platinum Equity," and together with PE Greenlight, PECP IV, PEP IV LP, PEP IV LLC, PEIH IV, PEIH IV Manager, PEI LP, PEIH IC LLC, PEIH LLC and PI LLC, the "Platinum Entities") 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:

PE Greenlight, which is indirectly controlled by Tom Gores as described in footnotes 4-6, 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. Each of Messrs. Kelln and Kotzubei is a Partner of Platinum Equity. Accordingly, Messrs. Kelln and Kotzubei may be determined to represent the interests of the Platinum Entities and Mr. Gores on the Board of Directors of the Issuer, and accordingly, the Platinum Entities and Mr. Gores may be deemed to be directors for purposes of Section of the Securities Exchange Act of 1934, as amended. 1. Exhibit 99.1 - Signatures Form 2 of 2.

	See Exhibit 99.1 - Signatures	05/28/2020
	** Signature of Reporting Person	Date
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