SEC Form 4 · accession 0001104659-17-011980
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
Jan 6, 2017
Accepted (ET)
Feb 27, 2017 · 4:18 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001682745
Table I — non-derivative securities
No Table I lines on this filing.
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 StockF3,F4,F5,F1 | — | Jan 6, 2017 | S | 75,000 | D | — | — | Class A Common Stock | 75,000 | 10,706,250 | D |
| Class F Common StockF6,F3,F4,F5,F1 | — | Feb 27, 2017 | D | 781,250 | D | — | — | Class A Common Stock | 781,250 | 9,925,000 | 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 (the "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.
- F2Prior to the Issuer's initial public offering, Gores Sponsor II LLC (the "Sponsor") sold an aggregate of 75,000 shares to the Issuer's independent directors.
- F3The Class F Shares are held directly by the Sponsor. The managing member of the Sponsor is AEG Holdings, LLC ("AEG"). Alec Gores is the managing member of AEG (and together with Sponsor and AEG, the "Reporting Persons").
- F4Because 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.
- F5Pursuant 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.
- F6The Sponsor forfeited 781,250 Class F Shares to the Issuer for no consideration, which was exempted pursuant to Rule 16b-3(e), in connection with the underwriter's election not to exercise the remaining unused portion of the over-allotment option.
Remarks
Exhibit 99.1 Joint Filer Information, incorporated herein by reference.