Filing Details
- Accession Number:
- 0001193125-20-024331
- Form Type:
- 13D Filing
- Publication Date:
- 2020-02-04 17:14:34
- Filed By:
- Platinum Equity Llc
- Company:
- Verra Mobility Corp (NASDAQ:VRRM)
- Filing Date:
- 2020-02-04
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| PE Greenlight Holdings | 0 | 24,239,744 | 0 | 24,239,744 | 24,239,744 | 15.0% |
| Platinum Equity Capital Partners IV | 0 | 24,239,744 | 0 | 24,239,744 | 24,239,744 | 15.0% |
| Platinum Equity Partners IV | 0 | 24,239,744 | 0 | 24,239,744 | 24,239,744 | 15.0% |
| Platinum Equity Partners IV | 0 | 24,239,744 | 0 | 24,239,744 | 24,239,744 | 15.0% |
| Platinum Equity Investment Holdings IV | 0 | 24,239,744 | 0 | 24,239,744 | 24,239,744 | 15.0% |
| Platinum Equity Investment Holdings IV Manager | 0 | 24,239,744 | 0 | 24,239,744 | 24,239,744 | 15.0% |
| Platinum Equity InvestCo | 0 | 24,239,744 | 0 | 24,239,744 | 24,239,744 | 15.0% |
| Platinum Equity Investment Holdings IC (Cayman) | 0 | 24,239,744 | 0 | 24,239,744 | 24,239,744 | 15.0% |
| Platinum InvestCo (Cayman) | 0 | 24,239,744 | 0 | 24,239,744 | 24,239,744 | 15.0% |
| Platinum Equity Investment Holdings | 0 | 24,239,744 | 0 | 24,239,744 | 24,239,744 | 15.0% |
| Platinum Equity | 0 | 30,391,293 | 0 | 30,391,293 | 30,391,293 | 18.8% |
| Tom Gores | 0 | 30,391,293 | 0 | 30,391,293 | 30,391,293 | 18.8% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 6)*
VERRA MOBILITY CORPORATION
(Name of Issuer)
Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)
92511U102
(CUSIP Number)
Mary Ann Sigler
Platinum Equity Advisors, LLC
360 North Crescent Drive, South Building
Beverly Hills, CA 90210
(310) 712-1850
With a copy to:
Matthew B. Dubeck
Gibson, Dunn & Crutcher LLP
333 South Grand Avenue
Los Angeles, CA 90071
(213) 229-7622
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
February 3, 2020
(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 of §§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 persons 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. 92511U102 | Page 2 |
| 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. | Source of Funds:
OO | |||||
| 5. | Check If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization:
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
24,239,744 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
24,239,744 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
24,239,744 | |||||
| 12. | Check if the Aggregate Amount in Row 11 Excludes Certain Shares
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row 11
15.0%* | |||||
| 14. | Type of Reporting Person
OO (Limited liability company) | |||||
| * | Percentage of Class A Common Stock beneficially owned based on 161,650,055 shares of Class A Common Stock outstanding, which represents the sum of the 2,500,000 shares of Class A Common Stock issued on February 3, 2020 pursuant to the terms of the Merger Agreement and reported herein and the number of shares of Class A Common Stock outstanding as of November 8, 2019, as reported in the Issuers Prospectus Supplement (File No. 333-227952), filed with the SEC on November 14, 2019. See Item 5 of this Amendment No. 6 to Schedule 13D. |
| CUSIP No. 92511U102 | Page 3 |
| 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. | Source of Funds:
OO | |||||
| 5. | Check If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization:
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
24,239,744 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
24,239,744 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
24,239,744 | |||||
| 12. | Check if the Aggregate Amount in Row 11 Excludes Certain Shares
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row 11
15.0%* | |||||
| 14. | Type of Reporting Person
PN | |||||
| * | Percentage of Class A Common Stock beneficially owned based on 161,650,055 shares of Class A Common Stock outstanding, which represents the sum of the 2,500,000 shares of Class A Common Stock issued on February 3, 2020 pursuant to the terms of the Merger Agreement and reported herein and the number of shares of Class A Common Stock outstanding as of November 8, 2019, as reported in the Issuers Prospectus Supplement (File No. 333-227952), filed with the SEC on November 14, 2019. See Item 5 of this Amendment No. 6 to Schedule 13D. |
| CUSIP No. 92511U102 | Page 4 |
| 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. | Source of Funds:
OO | |||||
| 5. | Check If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization:
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
24,239,744 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
24,239,744 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
24,239,744 | |||||
| 12. | Check if the Aggregate Amount in Row 11 Excludes Certain Shares
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row 11
15.0%* | |||||
| 14. | Type of Reporting Person
PN | |||||
| * | Percentage of Class A Common Stock beneficially owned based on 161,650,055 shares of Class A Common Stock outstanding, which represents the sum of the 2,500,000 shares of Class A Common Stock issued on February 3, 2020 pursuant to the terms of the Merger Agreement and reported herein and the number of shares of Class A Common Stock outstanding as of November 8, 2019, as reported in the Issuers Prospectus Supplement (File No. 333-227952), filed with the SEC on November 14, 2019. See Item 5 of this Amendment No. 6 to Schedule 13D. |
| CUSIP No. 92511U102 | Page 5 |
| 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. | Source of Funds:
OO | |||||
| 5. | Check If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization:
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
24,239,744 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
24,239,744 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
24,239,744 | |||||
| 12. | Check if the Aggregate Amount in Row 11 Excludes Certain Shares
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row 11
15.0%* | |||||
| 14. | Type of Reporting Person
OO (Limited liability company) | |||||
| * | Percentage of Class A Common Stock beneficially owned based on 161,650,055 shares of Class A Common Stock outstanding, which represents the sum of the 2,500,000 shares of Class A Common Stock issued on February 3, 2020 pursuant to the terms of the Merger Agreement and reported herein and the number of shares of Class A Common Stock outstanding as of November 8, 2019, as reported in the Issuers Prospectus Supplement (File No. 333-227952), filed with the SEC on November 14, 2019. See Item 5 of this Amendment No. 6 to Schedule 13D. |
| CUSIP No. 92511U102 | Page 6 |
| 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. | Source of Funds:
OO | |||||
| 5. | Check If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization:
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
24,239,744 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
24,239,744 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
24,239,744 | |||||
| 12. | Check if the Aggregate Amount in Row 11 Excludes Certain Shares
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row 11
15.0%* | |||||
| 14. | Type of Reporting Person
OO (Limited liability company) | |||||
| * | Percentage of Class A Common Stock beneficially owned based on 161,650,055 shares of Class A Common Stock outstanding, which represents the sum of the 2,500,000 shares of Class A Common Stock issued on February 3, 2020 pursuant to the terms of the Merger Agreement and reported herein and the number of shares of Class A Common Stock outstanding as of November 8, 2019, as reported in the Issuers Prospectus Supplement (File No. 333-227952), filed with the SEC on November 14, 2019. See Item 5 of this Amendment No. 6 to Schedule 13D. |
| CUSIP No. 92511U102 | Page 7 |
| 1. | Names of Reporting Persons:
Platinum Equity Investment Holdings IV Manager, LLC | |||||
| 2. | Check the Appropriate Box If a Member of a Group a. ☐ b. ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds:
OO | |||||
| 5. | Check If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization:
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
24,239,744 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
24,239,744 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
24,239,744 | |||||
| 12. | Check if the Aggregate Amount in Row 11 Excludes Certain Shares
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row 11
15.0%* | |||||
| 14. | Type of Reporting Person
OO (Limited liability company) | |||||
| * | Percentage of Class A Common Stock beneficially owned based on 161,650,055 shares of Class A Common Stock outstanding, which represents the sum of the 2,500,000 shares of Class A Common Stock issued on February 3, 2020 pursuant to the terms of the Merger Agreement and reported herein and the number of shares of Class A Common Stock outstanding as of November 8, 2019, as reported in the Issuers Prospectus Supplement (File No. 333-227952), filed with the SEC on November 14, 2019. See Item 5 of this Amendment No. 6 to Schedule 13D. |
| CUSIP No. 92511U102 | Page 8 |
| 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. | Source of Funds:
OO | |||||
| 5. | Check If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization:
Cayman Islands | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
24,239,744 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
24,239,744 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
24,239,744 | |||||
| 12. | Check if the Aggregate Amount in Row 11 Excludes Certain Shares
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row 11
15.0%* | |||||
| 14. | Type of Reporting Person
PN | |||||
| * | Percentage of Class A Common Stock beneficially owned based on 161,650,055 shares of Class A Common Stock outstanding, which represents the sum of the 2,500,000 shares of Class A Common Stock issued on February 3, 2020 pursuant to the terms of the Merger Agreement and reported herein and the number of shares of Class A Common Stock outstanding as of November 8, 2019, as reported in the Issuers Prospectus Supplement (File No. 333-227952), filed with the SEC on November 14, 2019. See Item 5 of this Amendment No. 6 to Schedule 13D. |
| CUSIP No. 92511U102 | Page 9 |
| 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. | Source of Funds:
OO | |||||
| 5. | Check If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization:
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
24,239,744 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
24,239,744 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
24,239,744 | |||||
| 12. | Check if the Aggregate Amount in Row 11 Excludes Certain Shares
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row 11
15.0%* | |||||
| 14. | Type of Reporting Person
OO (Limited liability company) | |||||
| * | Percentage of Class A Common Stock beneficially owned based on 161,650,055 shares of Class A Common Stock outstanding, which represents the sum of the 2,500,000 shares of Class A Common Stock issued on February 3, 2020 pursuant to the terms of the Merger Agreement and reported herein and the number of shares of Class A Common Stock outstanding as of November 8, 2019, as reported in the Issuers Prospectus Supplement (File No. 333-227952), filed with the SEC on November 14, 2019. See Item 5 of this Amendment No. 6 to Schedule 13D. |
| CUSIP No. 92511U102 | Page 10 |
| 1. | Names of Reporting Persons:
Platinum InvestCo (Cayman), LLC | |||||
| 2. | Check the Appropriate Box If a Member of a Group a. ☐ b. ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds:
OO | |||||
| 5. | Check If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization:
Cayman Islands | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
24,239,744 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
24,239,744 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
24,239,744 | |||||
| 12. | Check if the Aggregate Amount in Row 11 Excludes Certain Shares
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row 11
15.0%* | |||||
| 14. | Type of Reporting Person
OO (Limited liability company) | |||||
| * | Percentage of Class A Common Stock beneficially owned based on 161,650,055 shares of Class A Common Stock outstanding, which represents the sum of the 2,500,000 shares of Class A Common Stock issued on February 3, 2020 pursuant to the terms of the Merger Agreement and reported herein and the number of shares of Class A Common Stock outstanding as of November 8, 2019, as reported in the Issuers Prospectus Supplement (File No. 333-227952), filed with the SEC on November 14, 2019. See Item 5 of this Amendment No. 6 to Schedule 13D. |
| CUSIP No. 92511U102 | Page 11 |
| 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. | Source of Funds:
OO | |||||
| 5. | Check If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization:
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
24,239,744 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
24,239,744 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
24,239,744 | |||||
| 12. | Check if the Aggregate Amount in Row 11 Excludes Certain Shares
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row 11
15.0%* | |||||
| 14. | Type of Reporting Person
OO (Limited liability company) | |||||
| * | Percentage of Class A Common Stock beneficially owned based on 161,650,055 shares of Class A Common Stock outstanding, which represents the sum of the 2,500,000 shares of Class A Common Stock issued on February 3, 2020 pursuant to the terms of the Merger Agreement and reported herein and the number of shares of Class A Common Stock outstanding as of November 8, 2019, as reported in the Issuers Prospectus Supplement (File No. 333-227952), filed with the SEC on November 14, 2019. See Item 5 of this Amendment No. 6 to Schedule 13D. |
| CUSIP No. 92511U102 | Page 12 |
| 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. | Source of Funds:
OO | |||||
| 5. | Check If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization:
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
30,391,293* | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
30,391,293* | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
30,391,293* | |||||
| 12. | Check if the Aggregate Amount in Row 11 Excludes Certain Shares
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row 11
18.8%* | |||||
| 14. | Type of Reporting Person
OO (Limited liability company) | |||||
| * | Includes 27,780,088 shares of Class A Common Stock and 2,611,205 shares of Class A Common Stock issuable upon exercise of 2,611,205 warrants to purchase Class A Stock. Percentage of Class A Common Stock beneficially owned based on 161,650,055 shares of Class A Common Stock outstanding, which represents the sum of the 2,500,000 shares of Class A Common Stock issued on February 3, 2020 pursuant to the terms of the Merger Agreement and reported herein and the number of shares of Class A Common Stock outstanding as of November 8, 2019, as reported in the Issuers Prospectus Supplement (File No. 333-227952), filed with the SEC on November 14, 2019. See Item 5 of this Amendment No. 6 to Schedule 13D. |
| CUSIP No. 92511U102 | Page 13 |
| 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. | Source of Funds:
OO | |||||
| 5. | Check If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization:
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
30,391,293* | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
30,391,293* | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
30,391,293* | |||||
| 12. | Check if the Aggregate Amount in Row 11 Excludes Certain Shares
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row 11
18.8%* | |||||
| 14. | Type of Reporting Person
IN | |||||
| * | Includes 27,780,088 shares of Class A Common Stock and 2,611,205 shares of Class A Common Stock issuable upon exercise of 2,611,205 warrants to purchase Class A Stock. Percentage of Class A Common Stock beneficially owned based on 161,650,055 shares of Class A Common Stock outstanding, which represents the sum of the 2,500,000 shares of Class A Common Stock issued on February 3, 2020 pursuant to the terms of the Merger Agreement and reported herein and the number of shares of Class A Common Stock outstanding as of November 8, 2019, as reported in the Issuers Prospectus Supplement (File No. 333-227952), filed with the SEC on November 14, 2019. See Item 5 of this Amendment No. 6 to Schedule 13D. |
| CUSIP No. 92511U102 | Page 14 |
Introductory Note
This Amendment No. 6 to Schedule 13D amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the SEC) on October 29, 2018, as amended by Amendment No. 1 to Schedule 13D, filed with the SEC on February 14, 2019, Amendment No. 2 to Schedule 13D, filed with the SEC on May 1, 2019, Amendment No. 3 to Schedule 13D, filed with the SEC on June 11, 2019, Amendment No. 4 to Schedule 13D, filed with the SEC on July 9, 2019, and Amendment No. 5 to Schedule 13D, filed with the SEC on November 19, 2019 (together, the Schedule 13D) with respect to the Class A common stock, par value $0.0001 per share (the Class A Stock), of Verra Mobility Corporation, a Delaware corporation (the Issuer). This Amendment No. 6 is being filed to amend and supplement the Schedule 13D to reflect the acquisition by the Reporting Persons (as defined below) of 2,500,000 shares of Class A Stock as a portion of the earn out consideration payable pursuant to the terms of the Merger Agreement (as described in Item 3 below). These shares were issued to PE Greenlight Holdings, LLC, a Delaware limited liability company (PE Greenlight). Capitalized terms used but not defined have the meaning given them in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Schedule 13D is hereby amended to add the following:
The shares of Class A Stock reported in this Schedule 13D were acquired as follows:
| 2,500,000 shares of Class A Stock were acquired on February 3, 2020 as a portion of the earn out consideration payable pursuant to the terms of the Merger Agreement. |
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
The Reporting Persons may be deemed to beneficially own the number of shares of Class A Stock (including shares of Class A Stock underlying Class A Warrants) set forth in the table below, representing the approximate percentage of outstanding shares of Class A Stock set forth in the table below as calculated pursuant to Rule 13d-3 (based on 161,650,055 shares of Class A Stock outstanding, which equals the sum of the 2,500,000 shares of Class A Common Stock issued on February 3, 2020 pursuant to the terms of the Merger Agreement and reported herein and 159,150,055 shares of Class A Stock, which represents the number of shares of Class A Stock stated to be outstanding as of November 8, 2019 by the Issuer in the Issuers Prospectus Supplement (File No. 333-227952), filed with the SEC pursuant to Rule 424(b)(4) on November 14, 2019).
| CUSIP No. 92511U102 | Page 15 |
The following sets forth the aggregate number of shares and percentage of Class A Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Class A 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, based on 161,650,055 shares of Class A Stock outstanding, as described above.
| 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 | ||||||||||||||||||
| PE Greenlight Holdings, LLC | 24,239,744 | 15.0 | % | 0 | 24,239,744 | 0 | 24,239,744 | |||||||||||||||||
| Platinum Equity Capital Partners IV, L.P. | 24,239,744 | 15.0 | % | 0 | 24,239,744 | 0 | 24,239,744 | |||||||||||||||||
| Platinum Equity Partners IV, L.P. | 24,239,744 | 15.0 | % | 0 | 24,239,744 | 0 | 24,239,744 | |||||||||||||||||
| Platinum Equity Partners IV, LLC | 24,239,744 | 15.0 | % | 0 | 24,239,744 | 0 | 24,239,744 | |||||||||||||||||
| Platinum Equity Investment Holdings IV, LLC | 24,239,744 | 15.0 | % | 0 | 24,239,744 | 0 | 24,239,744 | |||||||||||||||||
| Platinum Equity Investment Holdings IV Manager, LLC | 24,239,744 | 15.0 | % | 0 | 24,239,744 | 0 | 24,239,744 | |||||||||||||||||
| Platinum Equity InvestCo, L.P. | 24,239,744 | 15.0 | % | 0 | 24,239,744 | 0 | 24,239,744 | |||||||||||||||||
| Platinum Equity Investment Holdings IC (Cayman), LLC | 24,239,744 | 15.0 | % | 0 | 24,239,744 | 0 | 24,239,744 | |||||||||||||||||
| Platinum InvestCo (Cayman), LLC | 24,239,744 | 15.0 | % | 0 | 24,239,744 | 0 | 24,239,744 | |||||||||||||||||
| Platinum Equity Investment Holdings, LLC | 24,239,744 | 15.0 | % | 0 | 24,239,744 | 0 | 24,239,744 | |||||||||||||||||
| Platinum Equity, LLC | 30,391,293 | 18.8 | % | 0 | 30,391,293 | 0 | 30,391,293 | |||||||||||||||||
| Tom Gores | 30,391,293 | 18.8 | % | 0 | 30,391,293 | 0 | 30,391,293 | |||||||||||||||||
Other than as reported herein with respect to the 2,500,000 shares of Class A Stock acquired pursuant to the terms of the Merger Agreement on February 3, 2020, none of the Reporting Persons has engaged in any transaction in shares of Class A Stock in the 60 days prior to the filing of this Amendment No. 6.
| CUSIP No. 92511U102 | Page 16 |
SIGNATURES
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: February 4, 2020
| PE GREENLIGHT HOLDINGS, LLC | ||
| By: | /s/ Justin Maroldi | |
| Name: Justin Maroldi | ||
| Title: Assistant Secretary | ||
| 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/ Justin Maroldi | |
| Name: Justin Maroldi | ||
| Title: Assistant Secretary |
| PLATINUM EQUITY PARTNERS IV, L.P. | ||
| By: | Platinum Equity Partners IV, LLC, | |
| Its: | General Partner | |
| By: | /s/ Justin Maroldi | |
| Name: Justin Maroldi | ||
| Title: Assistant Secretary | ||
| PLATINUM EQUITY PARTNERS IV, LLC | ||
| By: | /s/ Justin Maroldi | |
| Name: Justin Maroldi | ||
| Title: Assistant Secretary | ||
| PLATINUM EQUITY INVESTMENT HOLDINGS IV, LLC | ||
| By: | /s/ Justin Maroldi | |
| Name: Justin Maroldi | ||
| Title: Assistant Secretary | ||
| PLATINUM EQUITY INVESTMENT HOLDINGS IV MANAGER, LLC | ||
| By: | /s/ Justin Maroldi | |
| Name: Justin Maroldi | ||
| Title: Assistant Secretary | ||
| CUSIP No. 92511U102 | Page 17 |
| PLATINUM EQUITY INVESTCO, L.P. | ||
| By: | Platinum Equity Investment Holdings IC (Cayman), LLC, | |
| Its: | General Partner | |
| By: | /s/ Justin Maroldi | |
| Name: Justin Maroldi | ||
| Title: Assistant Secretary | ||
| PLATINUM EQUITY INVESTMENT HOLDINGS IC (CAYMAN), LLC | ||
| By: | /s/ Justin Maroldi | |
| Name: Justin Maroldi | ||
| Title: Assistant Secretary | ||
| PLATINUM INVESTCO (CAYMAN), LLC | ||
| By: | /s/ Justin Maroldi | |
| Name: Justin Maroldi | ||
| Title: Assistant Secretary | ||
| PLATINUM EQUITY INVESTMENT HOLDINGS, LLC | ||
| By: | /s/ Justin Maroldi | |
| Name: Justin Maroldi | ||
| Title: Assistant Secretary | ||
| PLATINUM EQUITY, LLC | ||
| By: | /s/ Justin Maroldi | |
| Name: Justin Maroldi | ||
| Title: Assistant Secretary | ||
| TOM GORES | ||
| By: | /s/ Mary Ann Sigler | |
| Name: Mary Ann Sigler | ||
| Title: Attorney-in-Fact | ||