UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Amendment No. 2
Information To Be Included in Statements Filed Pursuant to § 240.13d-1(a) and
Amendments Thereto Filed Pursuant to § 240.13d-2(a)
Verra Mobility Corporation
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
382867109
(CUSIP Number)
Gores Sponsor II, LLC
9800 Wilshire Blvd.
Los Angeles, CA 90212
310-209-3010
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
April 17, 2019
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because off §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 382867109 | 13D | Page 2 of 7 Pages |
| 1 | NAME OF REPORTING PERSONS
Gores Sponsor II, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (1) (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
00 | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE | |||||
| NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
7 | SOLE VOTING POWER
0 (see Item 5) | ||||
| 8 | SHARED VOTING POWER
0 (see Item 5) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 (see Item 5) | |||||
| 10 | SHARED DISPOSITIVE POWER
0 (see Item 5) | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 (see Item 5) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% | |||||
| 14 | TYPE OF REPORTING PERSON
OO (Delaware limited liability company) | |||||
| CUSIP No. 382867109 | 13D | Page 3 of 7 Pages |
| 1 | NAME OF REPORTING PERSONS
AEG Holdings, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (1) (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
00 | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE | |||||
| NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
7 | SOLE VOTING POWER
0 (see Item 5) | ||||
| 8 | SHARED VOTING POWER
6,331,022 (1) (see Item 5) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 (see Item 5) | |||||
| 10 | SHARED DISPOSITIVE POWER
6,331,022 (1) (see Item 5) | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,331,022 (1) (see Item 5) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.0% | |||||
| 14 | TYPE OF REPORTING PERSON
OO (Delaware limited liability company) | |||||
| (1) | Represents (a) the 3,361,273 shares of Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”), of Verra Mobility Corporation (formerly known as Gores Holdings II, Inc., the “Issuer”) owned directly by AEG Holdings, LLC (“AEG”), and (b) 2,969,749 shares of Class A Common Stock issuable upon exercise of 2,969,749 warrants to purchase shares of Class A Common Stock issuable upon exercise on a one-for-one basis at an exercise price of $11.50 per share (“Warrants”) owned directly by AEG. AEG is the managing member of Sponsor and, accordingly, may be deemed to have beneficial ownership of the shares of Class A Common Stock owned directly thereby. |
| CUSIP No. 382867109 | 13D | Page 4 of 7 Pages |
| 1 | NAME OF REPORTING PERSONS
Alec Gores | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (1) (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
00 | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES | |||||
| NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
7 | SOLE VOTING POWER
0 (see Item 5) | ||||
| 8 | SHARED VOTING POWER
6,765,805 (1) (see Item 5) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 (see Item 5) | |||||
| 10 | SHARED DISPOSITIVE POWER
6,765,805 (1) (see Item 5) | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,765,805 (1) (see Item 5) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.3% | |||||
| 14 | TYPE OF REPORTING PERSON
IN | |||||
| (1) | Represents (a) the 3,361,273 shares of Class A Common Stock owned directly by AEG, (b) 2,969,749 shares of Class A Common Stock issuable upon exercise of 2,969,749 Warrants owned directly by AEG, (c) 108,696 shares of Class A Common Stock owned by a trust for the benefit of Mr. Gores’s daughter for which Mr. Gores serves as a trustee and (d) 326,087 shares of Class A Common Stock owned by a trust for the benefit of Mr. Gores’s son who is a member of his household. Alec Gores is the managing member of AEG and, accordingly, may be deemed to have beneficial ownership of the shares of Class A Common Stock or underlying Warrants owned directly thereby and the shares of Class A Common Stock owned by Sponsor, as well as the shares of Class A Common Stock owned directly or by trusts for the benefit of his daughters. |
Page 5 of 7 Pages
Explanatory Note
This Amendment No. 2 (“Amendment No. 2”) amends the Schedule 13D originally filed on October 26, 2018 (the “Schedule 13D”) jointly by Gores Sponsor II, LLC (“Sponsor”), AEG Holdings, LLC (“AEG”) and Alec Gores (“Alec Gores”), each of whom may be referred to herein as a “Reporting Person” and collectively as the “Reporting Persons,” with respect to the Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”) of Verra Mobility Corporation (formerly known as Gores Holdings II, Inc., the “Issuer”), as amended by Amendment No. 1 filed on November 21, 2018. Capitalized terms used herein but not defined herein shall have the meaning attributed to them in the Schedule 13D.
Page 6 of 7 Pages
| Item 4. | Purpose of Transaction |
Item 4 is hereby supplemented as follows:
On April 17, 2019, Sponsor made a distribution of 4,144,577 shares of Class A Common Stock to its members, including the distribution of 2,140,818 shares of Class A Common Stock to AEG.
| Item 5. | Interest in Securities of the Issuer |
Items 5(a)-(c) are hereby amended and supplemented as follows:
(a)-(b)
The following sets forth, as of the date of this Amendment No. 2, the aggregate number of shares of Class A Common Stock and percentage of Class A Common Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Class A Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition of, as of the date hereof, based on 156,056,642 shares of Class A Common Stock outstanding as of March 13, 2019, as reported in the Annual Report on Form 10-K, filed with the SEC on March 18, 2019 by the Issuer. The shares of Class A Common Stock held by AEG and Alec Gores includes 2,969,749 shares of Class A Common Stock issuable upon exercise of 2,969,749 Warrants held of record by AEG.
| Reporting Person |
Number of Shares Beneficially Owned |
Percentage Beneficially Owned |
Sole Power to Vote or Direct the Vote |
Shared Power to Vote or Direct the Vote |
Sole Power to Dispose or Direct the Disposition |
Shared Power to Dispose or Direct the Disposition |
||||||||||||||||||
| Gores Sponsor II, LLC |
0 | 0 | % | 0 | 0 | 0 | 0 | |||||||||||||||||
| AEG Holdings II, LLC |
6,331,022 | 4.0 | % | 0 | 6,331,022 | 0 | 6,331,022 | |||||||||||||||||
| Alec Gores |
6,765,805 | 4.3 | % | 0 | 6,765,805 | 0 | 6,765,805 | |||||||||||||||||
(c) Except as described in Item 4, during the past 60 days none of the Reporting Persons or Related Persons has effected any transactions in the Class A Common Stock.
Page 7 of 7 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: April 19, 2019
| GORES SPONSOR II, LLC | ||
| By: | /s/ Alec Gores | |
| Name: Alec Gores | ||
| Title: President | ||
| AEG HOLDINGS, LLC | ||
| By: | /s/ Alec Gores | |
| Name: Alec Gores | ||
| Title: Managing Member | ||
| ALEC GORES | ||
| /s/ Alec Gores | ||