Sec Form 13D Filing - PLATINUM EQUITY LLC @ VERRA MOBILITY Corp

Sec Form 13D Filing - PLATINUM EQUITY LLC filing for VERRA MOBILITY Corp (VRRM) - 2020-02-04

Insider filing report for Changes in Beneficial Ownership

Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.

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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 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. 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

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 Issuer’s 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


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


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


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


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


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


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


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


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


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

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 Issuer’s 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


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 Issuer’s 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.

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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

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

Sole Voting Power

0

Shared Voting Power

24,239,744

Sole Dispositive Power

0

Shared Dispositive Power

24,239,744