| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | VRRM | Class A Common Stock, par value $0.0001 per share | Options Exercise | $0 | +17.4K | +0.07% | $0.00 | 24.3M | May 24, 2021 | See footnotes | F1, F4, F5, F6, F7, F8, F11 |
| holding | VRRM | Class A Common Stock, par value $0.0001 per share | 3.54M | May 24, 2021 | Direct | F9 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | VRRM | Restricted Stock Units | Options Exercise | $0 | -17.4K | -100% | $0.00* | 0 | May 24, 2021 | Class A Common Stock, par value $0.0001 per share | 17.4K | $0.00 | See footnotes | F1, F4, F5, F6, F8, F10 |
| transaction | VRRM | Restricted Stock Units | Award | $0 | +8.69K | $0.00 | 8.69K | May 25, 2021 | Class A Common Stock, par value $0.0001 per share | 8.69K | $0.00 | See footnotes | F1, F2, F3, F4, F5, F6 |
| Id | Content |
|---|---|
| F1 | Each restricted unit represents a contingent right to receive one share of Class A Common Stock of Verra Mobility Corporation (the "Issuer"). |
| F2 | The restricted stock units reported on this row were granted to Jacob Kotzubei as compensation for his service on the Issuer's board of directors and are held by Mr. Kotzubei for the benefit of PE Greenlight Holdings, LLC ("PE Greenlight"). |
| F3 | The restricted stock will vest in full on the earlier of (a) May 25, 2022, or (b) the date immediately prior to the next annual meeting of Issuer's stockholders occurring after the date of grant. Pursuant to a contractual agreement between Mr. Kotzubei and PE Greenlight, the shares of Class A Common Stock issued to Mr. Kotzubei upon settlement of such restricted stock units will be immediately transferred to PE Greenlight in a transaction exempt from Section 16 pursuant to Rule 16a-13 thereunder. |
| F4 | Platinum Equity Capital Partners IV, L.P. ("PECP IV") holds a majority membership interest in PE Greenlight and may be deemed to beneficially own the Issuer securities beneficially owned by PE Greenlight. Platinum Equity Partners IV, L.P. ("PEP IV LP") is the general partner of PECP IV and may be deemed to beneficially own the Issuer securities beneficially owned by PECP IV. Platinum Equity Partners IV, LLC ("PEP IV LLC") is the general partner of PEP IV LP and may be deemed to beneficially own the Issuer securities beneficially owned by PEP IV LP. Platinum Equity Investment Holdings IV, LLC ("PEIH IV") is the sole member of PEP IV LLC and may be deemed to beneficially own the Issuer securities beneficially owned by PEP IV LLC. |
| F5 | (Continued from Footnote 4) Platinum Equity Investment Holdings IV Manager, LLC ("PEIH IV Manager") is the sole manager of PEIH IV and may be deemed to beneficially own the Issuer securities beneficially owned by PEIH IV. Platinum Equity InvestCo, L.P. ("PEI LP") owns all of the economic interests in PEIH IV and may be deemed to beneficially own the Issuer securities beneficially owned by PEIH IV. Platinum Equity Investment Holdings IC (Cayman), LLC ("PEIH IC LLC") is the general partner of PEI LP and may be deemed to beneficially own the Issuer securities beneficially owned by PEI LP. Platinum Equity Investment Holdings, LLC ("PEIH LLC") is the sole member of PEIH IC LLC and may be deemed to beneficially own the Issuer securities beneficially owned by PEIH IC LLC. Platinum InvestCo (Cayman), LLC ("PI LLC") holds a controlling interest in PEI LP and may be deemed to beneficially own the Issuer securities beneficially owned by PEI LP. |
| F6 | Platinum Equity, LLC ("Platinum Equity," and together with PE Greenlight, PECP IV, PEP IV LP, PEP IV LLC, PEIH IV, PEIH IV Manager, PEI LP, PEIH IC LLC, PEIH LLC and PI LLC, the "Platinum Entities") is the sole member of PEIH IV Manager and PEIH LLC and may be deemed to beneficially own the Issuer securities beneficially owned by each of PEIH IV Manager and PEIH LLC. Platinum Equity and Tom Gores, together, hold a controlling interest in PI LLC and may be deemed to beneficially own the Issuer securities beneficially owned by PI LLC. Tom Gores is the Chairman and Chief Executive Officer of Platinum Equity and may be deemed to beneficially own the Issuer securities beneficially owned by Platinum Equity. Mr. Gores disclaims beneficial ownership of all Issuer securities beneficially owned by each of the foregoing entities except to the extent of any pecuniary interest therein. |
| F7 | 8,696 of such shares of Issuer Class A Common Stock are held by Mr. Kelln and 8,696 are held by Mr. Kotzubei, in each case for the benefit of PE Greenlight. As disclosed in footnote (8) below, immediately following the transactions reported herein, such shares of Class A Common Stock will be transferred to PE Greenlight in a transaction exempt from Section 16 pursuant to Rule 16a-13 thereunder. |
| F8 | On May 26, 2020, Messrs. Kelln and Kotzubei were each granted restricted stock units, vesting in full on the earlier of (a) May 26, 2021, or (b) the date immediately prior to the next annual meeting of the Issuer's stockholders occurring after the date of grant (May 24, 2021). Pursuant to a contractual agreement between Messrs. Kelln and Kotzubei, on the one hand, and PE Greenlight, on the other hand the shares of Class A Common Stock issued to Messrs. Kelln and Kotzubei upon settlement of such restricted stock units will be immediately transferred to PE Greenlight in a transaction exempt from Section 16 pursuant to Rule 16a-13 thereunder. |
| F9 | Tom Gores is the Chairman and Chief Executive Officer of Platinum Equity and may be deemed to beneficially own the Issuer securities beneficially owned by Platinum Equity. Mr. Gores disclaims beneficial ownership of all Issuer securities beneficially owned by Platinum Equity except to the extent of any pecuniary interest therein. |
| F10 | Such securities were granted to Bryan Kelln and Jacob Kotzubei as compensation for their service on the Issuer's board of directors and are held by Messrs. Kelln and Kotzubei for the benefit of PE Greenlight. 8,696 of such restricted stock units were granted to Mr. Kelln, and 8,696 of such restricted stock units were granted to Mr. Kotzubei. |
| F11 | Except as noted in footnote (7), such shares are held directly by PE Greenlight. |
PE Greenlight, which is indirectly controlled by Tom Gores as described in footnotes 4-6, is party to an Investor Rights Agreement with the Issuer which gives PE Greenlight the right to nominate up to three directors to the Issuer's board of directors, subject to certain ownership thresholds. Bryan Kelln, Jacob Kotzubei and David Roberts serve on the Issuer's board of directors pursuant to this right. Mr. Kotzubei is a Partner of Platinum Equity. Accordingly, Mr. Kotzubei may be determined to represent the interests of the Platinum Entities and Mr. Gores on the Board of Directors of the Issuer, and accordingly, the Platinum Entities and Mr. Gores may be deemed to be directors for purposes of Section of the Securities Exchange Act of 1934, as amended. 1. Exhibit 99.1 - Signatures Form 2 of 2.