SEC Form 4 · accession 0000899243-18-027135
VERRA MOBILITY Corp · VRRM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Period of report
Oct 17, 2018
Accepted (ET)
Oct 19, 2018 · 9:46 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,F2 | Oct 17, 2018 | M | 1,893,798 | $0.00 | A | 3,540,344 | D | |
| Class A common stock, par value $0.0001 per shareF3,F4,F5,F6 | Oct 17, 2018 | A | 53,739,744 | — | A | 53,739,744 | I | See footnote |
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 shareF1,F2 | — | Oct 17, 2018 | M | 1,893,798 | D | — | — | Class A common stock, par value $0.0001 per share | 1,893,798 | 0 | D |
Explanation of responses
- F1Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, shares of Class F common stock, par value $0.0001 per share ("Class F Shares"), have no expiration date and (i) are convertible into shares of Class A common stock, par value $0.0001 per share ("Class A Shares"), of the Issuer at any time at the option of the holder on a one-for-one basis and (ii) will automatically convert into Class A Shares at the time of the Issuer's initial business combination on a one-for-one basis, in each case, subject to adjustment. The Class F Shares were automatically converted to Class A Shares on a one-for-one basis in connection with the Issuer's initial business combination on October 17, 2018, which is described in footnote (3).
- F2Tom Gores is the Chairman and Chief Executive Officer of Platinum Equity, LLC ("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 Platinum Equity except to the extent of any pecuniary interest therein.
- F3Class A Shares were acquired on October 17, 2018 pursuant to 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 Holdings, LLC ("PE Greenlight"), in its capacity as the Stockholder Representative (as amended, the "Merger Agreement") in exchange for PE Greenlight's ownership interest in the acquired business. Pursuant to the Merger Agreement, each share of Class A Stock was valued at $10.00 for purposes of determining the number of shares payable to the stockholders of the acquired business in respect of their ownership interests therein.
- F4Shares 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.
- F5(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 InvestCo, 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. Platinum Equity is the sole member of PEIH IV Manager and, together with Tom Gores,
- F6(Continued from Footnote 5) holds a controlling interest in PI LLC and may be deemed to beneficially own the Issuer securities beneficially owned by each of PEIH IV Manager and 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.