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

Sec Form 13D Filing - PLATINUM EQUITY LLC filing for VERRA MOBILITY CORP COM (VRRM) - 2021-08-24

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. 7)*

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)

August 20, 2021

(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 162,410,988 shares of Class A Common Stock outstanding, which represents the number of shares of Class A Common Stock outstanding as of August 17, 2021, as reported in the Issuer’s Prospectus Supplement (File No. 333-227952), filed with the SEC on August 19, 2021. See Item 5 of this Amendment No. 7 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

Percentage of Class A Common Stock beneficially owned based on 162,410,988 shares of Class A Common Stock outstanding, which represents the number of shares of Class A Common Stock outstanding as of August 17, 2021, as reported in the Issuer’s Prospectus Supplement (File No. 333-227952), filed with the SEC on A ugust 19, 2021. See Item 5 of this Amendment No. 7 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


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 t he 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 12,948,165 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 162,410,988 shares of Class A Common Stock outstanding, which represents the number of shares of Class A Common Stock outstanding as of August 17, 2021, as reported in the Issuer’s Prospectus Supplement (File No. 333-227952), filed with the SEC on August 19, 2021. See Item 5 of this Amendment No. 7 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. 7 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, Amendment No. 5 to Schedule 13D, filed with the SEC on November 19, 2019, and Amendment No. 6 to Schedule 13D, filed with the SEC on February 4, 2020 (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. 7 is being filed to amend and supplement the Schedule 13D to reflect the disposition by the Reporting Persons (as defined below) of 8,000,000 shares of Class A Stock in an underwritten public offering and 6,849,315 shares of Class A Stock in a repurchase transaction with the Issuer, in each case as described below in Item 4. These shares were sold by 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 4. Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended to add the following:

On August 18, 2021, PE Greenlight entered into that certain Underwriting Agreement with the Issuer and Goldman Sachs & Co. LLC, as the underwriter (the “Underwriting Agreement”), pursuant to which PE Greenlight agreed to sell an aggregate of 8,000,000 shares of Class A Stock, at a price of $14.60 per share (the “Offering”). In addition, pursuant to the Underwriting Agreement, PE Greenlight granted the underwriter an option that expires 30 days from the date of the Underwriting Agreement to purchase up to an additional 1,200,000 shares of Class A Stock at the Offering price. The Offering closed on August 20, 2021. The shares of Class A Stock were offered and sold pursuant to the Issuer’s registration statement on Form S-3 (Registration No. 333-227952).

Also on August 18, 2021, PE Greenlight entered into a Share Repurchase Agreement with the Issuer (the “Repurchase Agreement”) pursuant to which it agreed to sell to the Issuer an aggregate of approximately $100 million of shares of Class A Stock at a price per share of Class A Stock equal to the Offering price (the “Repurchase”), subject to the closing of the Offering. The Repurchase, which also closed on August 20, 2021, resulted in the Issuer repurchasing from PE Greenlight an aggregate of 6,849,315 shares of Class A Stock.

The foregoing descriptions of the Underwriting Agreement and the Repurchase Agreement do not purport to be complete and are qualified in their entirety by reference to the complete text of the Underwriting Agreement and the Repurchase Agreement, respectively, which are incorporated by reference herein as exhibits hereto and are incorporated into this Item 4 by reference.

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 162, 410,988 shares of Class A Stock outstanding, which represents the number of shares of Class A Stock stated to be outstanding as of August 17, 2021 by the Issuer in the Issuer’s Prospectus Supplement (File No. 333-227952), filed with the SEC pursuant to Rule 424(b)(4) on August 19, 2021).


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 162,410,988 shares of Class A Stock out standing, 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		9,407,821		5.8	%		0		9,407,821		0		9,407,821
Platinum Equity Capital Partners IV, L.P.		9,407,821		5.8	%		0		9,407,821		0		9,407,821
Platinum Equity Partners IV, L.P.		9,407,821		5.8	%		0		9,407,821		0		9,407,821
Platinum Equity Partners IV, LLC		9,407,821		5.8	%		0		9,407,821		0		9,407,821
Platinum Equity Investment Holdings IV, LLC		9,407,821		5.8	%		0		9,407,821		0		9,407,821
Platinum Equity Investment Holdings IV Manager, LLC		9,407,821		5.8	%		0		9,407,821		0		9,407,821
Platinum Equity InvestCo, L.P.		9,407,821		5.8	%		0		9,407,821		0		9,407,821
Platinum Equity Investment Holdings IC (Cayman), LLC		9,407,821		5.8	%		0		9,407,821		0		9,407,821
Platinum InvestCo (Cayman), LLC		9,407,821		5.8	%		0		9,407,821		0		9,407,821
Platinum Equity Investment Holdings, LLC		9,407,821		5.8	%		0		9,407,821		0		9,407,821
Platinum Equity, LLC		15,559,370		9.4	%		0		15,559,370		0		15,559,370
Tom Gores		15,559,370		9.4	%		0		15,559,370		0		15,559,370

Other than as reported herein with respect to the dispositions pursuant to the Underwriting Agreement and the Repurchase Agreement as described herein, 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. 7.

Item 7. Materials to Be Filed as Exhibits

Item 7 of the Schedule 13D is hereby amended and restated in its entirety as follows:


Exhibit 1		Joint Filing Agreement pursuant to Rule 13d-1(k) (previously filed).

Exhibit 2		Investor Rights Agreement, dated as of October 17, 2018, by and among Verra Mobility Corporation and PE Greenlight Holdings, LLC (filed as Exhibit 10.3 to the Current Report on Form 8-K of the Issuer on October 22, 2018 and incorporated herein by reference).

Exhibit 3		Merger Agreement, dated as of June 21, 2018, by and among Gores Holdings II, Inc., AM Merger Sub I, Inc., AM Merger Sub II, LLC, Greenlight Holding II Corporation and PE Greenlight Holdings, LLC, in its capacity as the Stockholder Representative (filed as Exhibit 2.1 to the Current Report on Form 8-K of the Issuer on June 21, 2018 and incorporated herein by reference).

Exhibit 4		Form of Investor Representation Letter (filed as Exhibit 2.1 (exhibit F thereto) to the Current Report on Form 8-K of the Issuer on June 21, 2018 and incorporated herein by reference).

Exhibit 5		Letter Agreement, dated January 12, 2017, by and among Gores Holdings II, Inc., Alec Gores, Mark R. Stone, Dominick J. Schiano, Andrew McBride, Randall Bort, William Patton, Jeffrey G. Rea and Gores Sponsor II LLC (filed as Exhibit 10.5 to the Current Report on Form 8-K of the Issuer on January 19, 2017 and incorporated herein by reference).

Exhibit 6		Second Amended and Restated Certificate of Incorporation of Verra Mobility Corporation, dated as of October 17, 2018 (filed as Exhibit 3.1 to the Current Report on Form 8-K of the Issuer on October 22, 2018 and incorporated herein by reference).

Exhibit 7		Power of Attorney of Tom Gores (filed as Exhibit 24 to the Form 3 of the Reporting Entities on October 19, 2018 and incorporated herein by reference).

Exhibit 8		Underwriting Agreement, dated as of June 5, 2019, by and among the Issuer, PE Greenlight Holdings, LLC and Deutsche Bank Securities Inc. (filed as Exhibit 1.1 to the Current Report on Form 8-K of the Issuer on June 10, 2019 and incorporated herein by reference).

Exhibit 9		Lock-Up Agreement, dated as of June 5, 2019, by and between PE Greenlight Holdings, LLC and Deutsche Bank (included as Exhibit A to Exhibit 8 to this Amendment No. 7 to Schedule 13D and incorporated herein by reference).

Exhibit 10		Underwriting Agreement, dated as of November 13, 2019, by and among the Issuer, PE Greenlight Holdings, LLC and Morgan Stanley & Co. LLC (filed as Exhibit 1.1 to the Current Report on Form 8-K of the Issuer on November 18, 2019 and incorporated herein by reference).

Exhibit 11		Lock-Up Agreement, dated as of November 13, 2019, by and between PE Greenlight Holdings, LLC and Morgan Stanley & Co LLC (included as Exhibit A to Exhibit 10 to this Amendment No. 7 to Schedule 13D and incorporated herein by reference).

Exhibit 12		Underwriting Agreement, dated as of August 18, 2021, by and among the Issuer, PE Greenlight Holdings, LLC and Goldman Sachs & Co. LLC (filed as Exhibit 1.1 to the Current Report on Form 8-K of the Issuer on August 20, 2021 and incorporated herein by reference).

Exhibit 13		Lock-Up Agreement, dated as of August 18, 2021, by and between PE Greenlight Holdings, LLC and Goldman Sachs & Co LLC (included as Exhibit A to Exhibit 12 to this Amendment No. 7 to Schedule 13D and incorporated herein by reference).

Exhibit 14		Share Repurchase Agreement, dated as of August 18, 2021, by and among the Issuer and PE Greenlight Holdings, LLC (filed as Exhibit 10.1 to the Current Report on Form 8-K of the Issuer on August 20, 2021 and incorporated herein by reference).


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: August 24, 2021


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

9,407,821

Sole Dispositive Power

0

Shared Dispositive Power

9,407,821