Securities and Exchange Commission

Washington, D.C. 20549

 

Schedule 13G

 

(Rule 13d-102)

 

Information to be Included in Statements Filed Pursuant

to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed

Pursuant to § 240.13d-2

 

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

(Amendment No.  )*

 

Verra Mobility Corporation

(Name of Issuer)

 

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

 

92511U102

(CUSIP Number)

 

July 26, 2023

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨	Rule 13d-1(b)
x	Rule 13d-1(c)
¨	Rule 13d-1(d)

 

* 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 the disclosures provided in a prior cover page.

 

The information required in 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).

 

 

1	Names of Reporting Persons   Platinum Equity, LLC
2	Check the Appropriate Box if a Member of a Group	(a) ¨ (b) ¨
3	SEC Use Only
4	Citizenship or Place of Organization   Delaware

Number of Shares Beneficially Owned by Each Reporting Person With	5	Sole Voting Power   0
	6	Shared Voting Power   8,235,165
	7	Sole Dispositive Power   0
	8	Shared Dispositive Power   8,235,165

9	Aggregate Amount Beneficially Owned by Each Reporting Person   8,235,165
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares   Not Applicable
11	Percent of Class Represented by Amount in Row 9   5.3%
12	Type of Reporting Person   OO (Limited Liability Company)

 

 

 

1	Names of Reporting Persons   Platinum Equity Investment Holdings, LLC
2	Check the Appropriate Box if a Member of a Group	(a) ¨ (b) ¨
3	SEC Use Only
4	Citizenship or Place of Organization   Delaware

Number of Shares Beneficially Owned by Each Reporting Person With	5	Sole Voting Power   0
	6	Shared Voting Power   5,000,000
	7	Sole Dispositive Power   0
	8	Shared Dispositive Power   5,000,000

9	Aggregate Amount Beneficially Owned by Each Reporting Person   5,000,000
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares   Not Applicable
11	Percent of Class Represented by Amount in Row 9   3.2%
12	Type of Reporting Person   OO (Limited Liability Company)

 

 

1	Names of Reporting Persons   Platinum Equity Investment Holdings IC (Cayman), LLC
2	Check the Appropriate Box if a Member of a Group	(a) ¨ (b) ¨
3	SEC Use Only
4	Citizenship or Place of Organization   Delaware

Number of Shares Beneficially Owned by Each Reporting Person With	5	Sole Voting Power   0
	6	Shared Voting Power   5,000,000
	7	Sole Dispositive Power   0
	8	Shared Dispositive Power   5,000,000

9	Aggregate Amount Beneficially Owned by Each Reporting Person   5,000,000
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares   Not Applicable
11	Percent of Class Represented by Amount in Row 9   3.2%
12	Type of Reporting Person   OO (Limited Liability Company)

 

 

1	Names of Reporting Persons   Platinum Equity InvestCo, L.P.
2	Check the Appropriate Box if a Member of a Group	(a) ¨ (b) ¨
3	SEC Use Only
4	Citizenship or Place of Organization   Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With	5	Sole Voting Power   0
	6	Shared Voting Power   5,000,000
	7	Sole Dispositive Power   0
	8	Shared Dispositive Power   5,000,000

9	Aggregate Amount Beneficially Owned by Each Reporting Person   5,000,000
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares   Not Applicable
11	Percent of Class Represented by Amount in Row 9   3.2%
12	Type of Reporting Person   PN

 

 

1	Names of Reporting Persons   Platinum Equity Investment Holdings IV, LLC
2	Check the Appropriate Box if a Member of a Group	(a) ¨ (b) ¨
3	SEC Use Only
4	Citizenship or Place of Organization   Delaware

Number of Shares Beneficially Owned by Each Reporting Person With	5	Sole Voting Power   0
	6	Shared Voting Power   5,000,000
	7	Sole Dispositive Power   0
	8	Shared Dispositive Power   5,000,000

9	Aggregate Amount Beneficially Owned by Each Reporting Person   5,000,000
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares   Not Applicable
11	Percent of Class Represented by Amount in Row 9   3.2%
12	Type of Reporting Person   OO (Limited Liability Company)

 

 

1	Names of Reporting Persons   Platinum Equity Partners IV, LLC
2	Check the Appropriate Box if a Member of a Group	(a) ¨ (b) ¨
3	SEC Use Only
4	Citizenship or Place of Organization   Delaware

Number of Shares Beneficially Owned by Each Reporting Person With	5	Sole Voting Power   0
	6	Shared Voting Power   5,000,000
	7	Sole Dispositive Power   0
	8	Shared Dispositive Power   5,000,000

9	Aggregate Amount Beneficially Owned by Each Reporting Person   5,000,000
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares   Not Applicable
11	Percent of Class Represented by Amount in Row 9   3.2%
12	Type of Reporting Person   OO (Limited Liability Company)

 

 

1	Names of Reporting Persons   Platinum Equity Partners IV, L.P.
2	Check the Appropriate Box if a Member of a Group	(a) ¨ (b) ¨
3	SEC Use Only
4	Citizenship or Place of Organization   Delaware

Number of Shares Beneficially Owned by Each Reporting Person With	5	Sole Voting Power   0
	6	Shared Voting Power   5,000,000
	7	Sole Dispositive Power   0
	8	Shared Dispositive Power   5,000,000

9	Aggregate Amount Beneficially Owned by Each Reporting Person   5,000,000
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares   Not Applicable
11	Percent of Class Represented by Amount in Row 9   3.2%
12	Type of Reporting Person   PN

 

 

1	Names of Reporting Persons   Platinum Equity Capital Partners IV, L.P.
2	Check the Appropriate Box if a Member of a Group	(a) ¨ (b) ¨
3	SEC Use Only
4	Citizenship or Place of Organization   Delaware

Number of Shares Beneficially Owned by Each Reporting Person With	5	Sole Voting Power   0
	6	Shared Voting Power   5,000,000
	7	Sole Dispositive Power   0
	8	Shared Dispositive Power   5,000,000

9	Aggregate Amount Beneficially Owned by Each Reporting Person   5,000,000
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares   Not Applicable
11	Percent of Class Represented by Amount in Row 9   3.2%
12	Type of Reporting Person   PN

 

 

1	Names of Reporting Persons   PE Greenlight Holdings, LLC
2	Check the Appropriate Box if a Member of a Group	(a) ¨ (b) ¨
3	SEC Use Only
4	Citizenship or Place of Organization   Delaware

Number of Shares Beneficially Owned by Each Reporting Person With	5	Sole Voting Power   0
	6	Shared Voting Power   5,000,000
	7	Sole Dispositive Power   0
	8	Shared Dispositive Power   5,000,000

9	Aggregate Amount Beneficially Owned by Each Reporting Person   5,000,000
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares   Not Applicable
11	Percent of Class Represented by Amount in Row 9   3.2%
12	Type of Reporting Person   OO (Limited Liability Company)

 

 

1	Names of Reporting Persons   Tom Gores
2	Check the Appropriate Box if a Member of a Group	(a) ¨ (b) ¨
3	SEC Use Only
4	Citizenship or Place of Organization   United States

Number of Shares Beneficially Owned by Each Reporting Person With	5	Sole Voting Power   0
	6	Shared Voting Power   8,235,165
	7	Sole Dispositive Power   0
	8	Shared Dispositive Power   8,235,165

9	Aggregate Amount Beneficially Owned by Each Reporting Person   8,235,165
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares   Not Applicable
11	Percent of Class Represented by Amount in Row 9   5.3%
12	Type of Reporting Person   IN

 

 

ITEM 1.

(a)

Name of Issuer:

 

Verra Mobility Corporation (the “Issuer”).

 

(b)

Address of Issuer’s Principal Executive Offices:

 

1150 North Alma School Road, Mesa, AZ 85201

 

ITEM 2.

(a)

Name of Person Filing:

 

Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:

 

Platinum Equity, LLC

Platinum Equity Investment Holdings, LLC

Platinum Equity Investment Holdings IC (Cayman), LLC

Platinum Equity InvestCo, L.P.

Platinum Equity Investment Holdings IV, LLC

Platinum Equity Partners IV, LLC

Platinum Equity Partners IV, L.P.

Platinum Equity Capital Partners IV, L.P.

PE Greenlight Holdings, LLC (“Greenlight”)

Tom Gores

 

(b)

Address or Principal Business Office:

 

The principal business address of each of the Reporting Persons is 360 North Crescent Drive, Beverly Hills, CA 90210.

 

(c)

Citizenship of each Reporting Person is:

 

Platinum Equity InvestCo, L.P. is organized under the laws of the Cayman Islands. Tom Gores is a citizen of the United States. Each of the remaining Reporting Persons is organized under the laws of the State of Delaware.

 

(d)

Title of Class of Securities:

 

Class A Common Stock, par value $0.0001 per share (“Common Stock”).

 

(e)

CUSIP Number:

 

92511U102

 

ITEM 3.

 

Not applicable.

 

 

ITEM 4.

Ownership.

 

(a-c)

 

The ownership information presented below represents beneficial ownership of Common Stock of the Issuer as of the date hereof. The percent of class held by Platinum Equity, LLC and Mr. Gores is based upon 155,461,234 shares of Common Stock outstanding as of the date of the date hereof, which includes: (i) 150,391,591 shares of Common Stock outstanding as of May 1, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 4, 2023 (the “Current Outstanding Common Stock”); (ii) 5,000,000 shares of Class A Common Stock acquired by Greenlight from the Issuer after May 1, 2023 (the “Greenlight Shares”); and (iii) 69,643 shares of Common Stock issuable upon the exercise of warrants held by Platinum Equity, LLC. The percent of class held by each of the other reporting persons is based upon 155,391,591 shares of Common Stock outstanding as of the date of the date hereof, which includes: (i) the Current Outstanding Common Stock and (ii) the Greenlight Shares.

 

Reporting Person		Amount beneficially owned				Percent of class:				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 of:				Shared power to dispose or to direct the disposition of:
Platinum Equity, LLC			8,235,165				5.3	%			0				8,235,165				0				8,235,165
Platinum Equity Investment Holdings, LLC			5,000,000				3.2	%			0				5,000,000				0				5,000,000
Platinum Equity Investment Holdings IC (Cayman), LLC			5,000,000				3.2	%			0				5,000,000				0				5,000,000
Platinum Equity InvestCo, L.P.			5,000,000				3.2	%			0				5,000,000				0				5,000,000
Platinum Equity Investment Holdings IV, LLC			5,000,000				3.2	%			0				5,000,000				0				5,000,000
Platinum Equity Partners IV, LLC			5,000,000				3.2	%			0				5,000,000				0				5,000,000
Platinum Equity Partners IV, L.P.,			5,000,000				3.2	%			0				5,000,000				0				5,000,000
Platinum Equity Capital Partners IV, L.P.,			5,000,000				3.2	%			0				5,000,000				0				5,000,000
PE Greenlight Holdings, LLC			5,000,000				3.2	%			0				5,000,000				0				5,000,000
Tom Gores			8,235,165				5.3	%			0				8,235,165				0				8,235,165

 

Greenlight is the record holder of 5,000,000 shares of Common Stock. Platinum Equity, LLC is the record holder of 3,165,522 shares of Common Stock and may be deemed to beneficially own 69,643 shares of Common Stock issuable upon the exercise of warrants held of record by Platinum Equity, LLC.

 

Tom Gores is the manager of Platinum Equity, LLC, which is the sole member of Platinum Equity Investment Holdings, LLC, which is the sole member of Platinum Equity Investment Holdings IC (Cayman), LLC, which is the general partner of Platinum Equity InvestCo, L.P., which is the sole member of Platinum Equity Investment Holdings IV, LLC, which is the sole member of Platinum Equity Partners IV, LLC, which is the general partner of Platinum Equity Partners IV, L.P., which is the general partner of Platinum Equity Capital Partners IV, L.P., which is the majority member of Greenlight.

 

By virtue of these relationships, Mr. Gores and Platinum Equity, LLC may be deemed to share beneficial ownership of the securities held of record by Platinum Equity, LLC, and each of the Reporting Persons may be deemed to share beneficial ownership of the securities held of record by Greenlight.

 

 

ITEM 5.

Ownership of Five Percent or Less of a Class.

 

Not applicable.

 

ITEM 6.

Ownership of More than Five Percent on Behalf of Another Person.

 

Not applicable.

 

ITEM 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

 

Not applicable.

 

ITEM 8.

Identification and Classification of Members of the Group.

 

Not applicable.

 

ITEM 9.

Notice of Dissolution of Group.

 

Not applicable.

 

ITEM 10.

Certification.

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

 

 

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.

 

Date:

August 4, 2023

 

	Platinum Equity, LLC
	By:	/s/ Mary Ann Sigler
	Name:	Mary Ann Sigler
	Title:	Executive Vice President, Chief Financial Officer and Treasurer
	Platinum Equity Investment Holdings, LLC
	By:	/s/ Mary Ann Sigler
	Name:	Mary Ann Sigler
	Title:	Secretary
	Platinum Equity Investment Holdings IC (Cayman), 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 IV, LLC
	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 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 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
	PE Greenlight Holdings, LLC
	By:	/s/ Mary Ann Sigler
	Name:	Mary Ann Sigler
	Title:	President and Treasurer
	Tom Gores
	By:	/s/ Mary Ann Sigler
	Name:	Mary Ann Sigler
	Title:	Attorney-in-Fact

 

 

LIST OF EXHIBITS

 

Exhibit No.	Description
24	Power of Attorney.
99	Joint Filing Agreement.

 

 

 

Exhibit 24

 

POWER OF ATTORNEY

 

KNOW ALL 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

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13G. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

 

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of August 4, 2023.

 

	Platinum Equity, LLC
	By:	/s/ Mary Ann Sigler
	Name:	Mary Ann Sigler
	Title:	Executive Vice President, Chief Financial Officer and Treasurer
	Platinum Equity Investment Holdings, LLC
	By:	/s/ Mary Ann Sigler
	Name:	Mary Ann Sigler
	Title:	Secretary
	Platinum Equity Investment Holdings IC (Cayman), 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 IV, LLC
	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 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 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
	PE Greenlight Holdings, LLC
	By:	/s/ Mary Ann Sigler
	Name:	Mary Ann Sigler
	Title:	President and Treasurer
	Tom Gores
	By:	/s/ Mary Ann Sigler
	Name:	Mary Ann Sigler
	Title:	Attorney-in-Fact