SEC Form 4 · accession 0000899243-18-027111
VERRA MOBILITY Corp · VRRM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Alec E Gores
Director · 10% Owner
Gores Sponsor II LLC
Director · 10% Owner
AEG Holdings, LLC
Director · 10% Owner
Period of report
Oct 17, 2018
Accepted (ET)
Oct 19, 2018 · 6:26 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001682745
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common Stock, par value $0.0001 per shareF1,F11 | Oct 17, 2018 | A | 1,220,455 | $9.20 | A | 1,220,455 | I | See footnotes |
| Class A Common Stock, par value $0.0001 per shareF2,F11 | Oct 17, 2018 | A | 108,696 | $9.20 | A | 108,696 | I | See footnotes |
| Class A Common Stock, par value $0.0001 per shareF3,F11 | Oct 17, 2018 | A | 108,696 | $9.20 | A | 108,696 | I | See footnotes |
| Class A Common Stock, par value $0.0001 per shareF4,F11 | Oct 17, 2018 | A | 326,087 | $9.20 | A | 326,087 | I | See footnotes |
| Class A Common Stock, par value $0.0001 per shareF5,F11 | Oct 17, 2018 | A | 326,087 | $9.20 | A | 326,087 | I | See footnotes |
| Class A Common Stock, par value $0.0001 per shareF6,F11 | Oct 17, 2018 | M | 4,144,577 | $0.00 | A | 4,144,577 | I | See footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class F Common Stock, par value $0.0001 per shareF7,F6,F11 | — | Oct 17, 2018 | D | 3,478,261 | D | — | — | Class A Common Stock, par value $0.0001 per share | 3,478,261 | 6,446,739 | I |
| Class F Common Stock, par value $0.0001 per shareF7,F6,F11 | — | Oct 17, 2018 | J | 2,302,162 | D | — | — | Class A Common Stock, par value $0.0001 per share | 2,302,162 | 4,144,577 | I |
| Class F Common Stock, par value $0.0001 per shareF7,F6,F11 | — | Oct 17, 2018 | M | 4,144,577 | D | — | — | Class A Common Stock, par value $0.0001 per share | 4,144,577 | 0 | I |
| Warrants to Purchase Shares of Class A Common StockF10,F6,F11 | $11.50 | Oct 17, 2018 | A | 3,492,401 | A | Nov 16, 2018 | Oct 17, 2023 | Class A Common Stock, par value $0.0001 per share | 3,492,401 | 3,492,401 | I |
Explanation of responses
- F1The securities reported in this transaction are held of record by AEG Holdings, LLC ("AEG"). Alec Gores is the managing member of AEG. As such, Alec Gores may be deemed to have beneficial ownership of the securities beneficially owned by AEG. Gores Sponsor II, LLC ("Sponsor") does not hold or otherwise beneficially own such securities.
- F10The warrants were purchased by Sponsor on January 17, 2017. The warrants will become exercisable 30 days after the closing of the issuer's initial business combination. Immediately prior to the initial business combination, Sponsor made an in-kind distribution of 3,174,265 warrants to purchase 3,174,265 shares of Class A Common Stock.
- F11Because of the relationship among the reporting persons, the reporting persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each reporting person disclaims beneficial ownership of the securities reported herein, except to the extent of such reporting person's pecuniary interest therein, if any. Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the reporting persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.
- F2The securities reported in this transaction are held of record by one of Mr. Gores's daughters. As such, Alec Gores may be deemed to have beneficial ownership of the securities beneficially owned by his daughter. Sponsor does not hold or otherwise beneficially own such securities.
- F3The securities reported in this transaction are held of record by a trust for the benefit of one of Mr. Gores's daughters, of which Mr. Gores serves as trustee. As such, Alec Gores may be deemed to have beneficial ownership of the securities beneficially owned by the trust. Sponsor does not hold or otherwise beneficially own such securities.
- F4The securities reported in this transaction are held of record by NBI Irrevocable Trust #4, a trust for the benefit of Mr. Gores's daughters. As such, Alec Gores may be deemed to have beneficial ownership of the securities beneficially owned by the trust. Sponsor does not hold or otherwise beneficially own such securities.
- F5The securities reported in this transaction are held of record by NBI Irrevocable Trust #5, a trust for the benefit of Mr. Gores's daughters. As such, Alec Gores may be deemed to have beneficial ownership of the securities beneficially owned by the trust. Sponsor does not hold or otherwise beneficially own such securities.
- F6The securities reported herein are held of record by Sponsor. AEG is the managing member of Sponsor. Alec Gores is the managing member of AEG. As such, AEG and Alec Gores may be deemed to have beneficial ownership of the securities beneficially owned by Sponsor.
- F7The shares of Class F Common Stock were convertible into shares of Class A Common Stock on a one-for-one basis without any expiration date.
- F83,478,261 shares of Class F Common Stock were forfeited by Sponsor to the issuer on October 17, 2018 in connection with the closing of the issuer's initial business combination.
- F9Sponsor made an in-kind distribution of such shares of Class F Common Stock immediately prior to the initial business combination.