SEC Filing | Verra Mobility

View:

SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

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

90210

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/17/2018

3. Issuer Name and Ticker or Trading Symbol
VERRA MOBILITY Corp [ VRRM ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A common stock, par value $0.0001 per share	1,646,546	D⁽¹⁾⁽²⁾⁽³⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class F common stock, par value $0.0001 per share	⁽⁴⁾	⁽⁴⁾	Class A common stock, par value $0.00001 per share	1,893,798	⁽⁴⁾	D⁽¹⁾⁽²⁾⁽³⁾
Warrants to purchase Class A common stock	11/16/2018	10/17/2023	Class A common stock, par value $0.0001 per share	2,611,205	11.5	D⁽¹⁾⁽²⁾⁽³⁾

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

90210

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

PE Greenlight Holdings, LLC

(Last)

(First)

(Middle)

C/O PLATINUM EQUITY ADVISORS, LLC

360 NORTH CRESCENT DRIVE, SOUTH BUILDING

(Street)

BEVERLY HILLS

90210

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Platinum Equity Capital Partners IV, L.P.

(Last)

(First)

(Middle)

C/O PLATINUM EQUITY ADVISORS, LLC

360 NORTH CRESCENT DRIVE, SOUTH BUILDING

(Street)

BEVERLY HILLS

90210

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Platinum Equity Partners IV, L.P.

(Last)

(First)

(Middle)

C/O PLATINUM EQUITY ADVISORS, LLC

360 NORTH CRESCENT DRIVE, SOUTH BUILDING

(Street)

BEVERLY HILLS

90210

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Platinum Equity Partners IV, LLC

(Last)

(First)

(Middle)

C/O PLATINUM EQUITY ADVISORS, LLC

360 NORTH CRESCENT DRIVE, SOUTH BUILDING

(Street)

BEVERLY HILLS

90210

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Platinum Equity Investment Holdings IV, LLC

(Last)

(First)

(Middle)

C/O PLATINUM EQUITY ADVISORS, LLC

360 NORTH CRESCENT DRIVE, SOUTH BUILDING

(Street)

BEVERLY HILLS

90210

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Platinum Equity Investment Holdings IV Manager, LLC

(Last)

(First)

(Middle)

C/O PLATINUM EQUITY ADVISORS, LLC

360 NORTH CRESCENT DRIVE, SOUTH BUILDING

(Street)

BEVERLY HILLS

90210

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Platinum Equity InvestCo, L.P.

(Last)

(First)

(Middle)

C/O PLATINUM EQUITY ADVISORS, LLC

360 NORTH CRESCENT DRIVE, SOUTH BUILDING

(Street)

BEVERLY HILLS

90210

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Platinum Equity Investment Holdings IC (Cayman), LLC

(Last)

(First)

(Middle)

C/O PLATINUM EQUITY ADVISORS, LLC

360 NORTH CRESCENT DRIVE, SOUTH BUILDING

(Street)

BEVERLY HILLS

90210

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Platinum InvestCo, LLC

(Last)

(First)

(Middle)

C/O PLATINUM EQUITY ADVISORS, LLC

360 NORTH CRESCENT DRIVE, SOUTH BUILDING

(Street)

BEVERLY HILLS

90210

(City)

(State)

(Zip)

Explanation of Responses:

1. Platinum Equity Capital Partners IV, L.P. ("PECP IV") holds a majority membership interest in PE Greenlight Holdings, LLC ("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. 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.

2. (Continued from Footnote 1) 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, LLC ("Platinum Equity") is the sole member of PEIH IV Manager and, together with Tom Gores, 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.

3. (Continued from Footnote 2) 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.

4. Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, shares of Class F common stock, par value $0.0001 per share, 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.

Remarks:

PE Greenlight, which is indirectly controlled by Tom Gores as described in footnote 1, 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. 1. Exhibit 24.1 - Power of Attorney 2. Exhibit 99.1 - Signatures Form 1 of 2.

	See Exhibit 99.1 - Signatures	10/19/2018
	** 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 5 (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.

                                                                    Exhibit 24.1
                               POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints Mary Ann Sigler as the undersigned's true and lawful attorney-in-fact,
with full power of substitution, for and in the name, place and stead of the
undersigned, in any and all capacities, to:

(1) prepare and execute for and on behalf of the undersigned Forms 3, 4, and 5
in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the
rules thereunder, including any joint filing agreement thereunder, and do and
perform any and all acts for and on behalf of the undersigned which may be
necessary or desirable to complete and execute any such Form 3, 4, or 5, or
complete and execute any amendment or amendments thereto;

(2) prepare and execute for and on behalf of the undersigned reports of
ownership on Schedule 13D or 13G under the Securities Exchange Act of 1934 and
the rules thereunder, including any joint filing agreement thereunder, and do
and perform any and all acts for and on behalf of the undersigned which may be
necessary or desirable to complete and execute any such reports or schedules,
and complete and execute any amendment or amendments thereto; and

(3) timely file such forms with the U.S. Securities and Exchange Commission and
any stock exchange or similar authority, and to take any other action of any
type whatsoever in connection with the foregoing which, in the opinion of such
attorney-in-fact, may be of benefit to, in the best interest of, or legally
required by, the undersigned, it being understood that the documents executed by
such attorney-in-fact on behalf of the undersigned pursuant to this Power of
Attorney shall be in such form and shall contain such terms and conditions as
such attorney-in-fact may approve in such attorney-in-fact's discretion.

The undersigned hereby grants to such attorney-in-fact full power and authority
to do and perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as she
might or could do in person, hereby ratifying and confirming all that said
attorney- in-fact, or her substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 19th day of October, 2018.

            Tom Gores

            /s/ Tom Gores
            ------------------

                                                                    Exhibit 99.1

PE GREENLIGHT HOLDINGS, LLC

By:  /s/ Mary Ann Sigler
     -----------------------------------
Name:  Mary Ann Sigler
Title:  President and Treasurer

PLATINUM EQUITY CAPITAL PARTNERS IV, L.P.

By:  Platinum Equity Partners IV, L.P.,
Its:  General Partner

By:  Platinum Equity Partners IV, LLC,
Its:  General Partner

By:  /s/ Mary Ann Sigler
     -----------------------------------
Name:  Mary Ann Sigler
Title:  Vice President and Treasurer

PLATINUM EQUITY PARTNERS IV, L.P.

By:  Platinum Equity Partners IV, LLC,
Its:  General Partner

By:  /s/ Mary Ann Sigler
     -----------------------------------
Name:  Mary Ann Sigler
Title:  Vice President and Treasurer

PLATINUM EQUITY PARTNERS IV, LLC

By:  /s/ Mary Ann Sigler
     -----------------------------------
Name:  Mary Ann Sigler
Title:  Vice President and Treasurer

PLATINUM EQUITY INVESTMENT HOLDINGS IV, LLC

By:  /s/ Mary Ann Sigler
     -----------------------------------
Name:  Mary Ann Sigler
Title:  Vice President and Treasurer

PLATINUM EQUITY INVESTMENT HOLDINGS IV MANAGER, LLC

By:  /s/ Mary Ann Sigler
     -----------------------------------
Name:  Mary Ann Sigler
Title:  President


PLATINUM EQUITY INVESTCO, L.P.

By:  Platinum Equity Investment Holdings IC (Cayman), LLC
Its:  General Partner

By:  /s/ Mary Ann Sigler
     -----------------------------------
Name:  Mary Ann Sigler
Title:  President

PLATINUM EQUITY INVESTMENT HOLDINGS IC (CAYMAN), LLC

By:  /s/ Mary Ann Sigler
     -----------------------------------
Name:  Mary Ann Sigler
Title:  President

PLATINUM INVESTCO, LLC

By:  /s/ Mary Ann Sigler
     -----------------------------------
Name:  Mary Ann Sigler
Title:  President

PLATINUM EQUITY, LLC

By:  /s/ Mary Ann Sigler
     -----------------------------------
Name:  Mary Ann Sigler
Title:  Executive Vice President, Chief Financial Officer and Treasurer

TOM GORES

By:  /s/ Mary Ann Sigler
     -----------------------------------
Name:  Mary Ann Sigler
Title:  Attorney-in-Fact