Bryan Kelln - May 24, 2021 Form 4 Insider Report for VERRA MOBILITY Corp (VRRM)

Role: Director
Signature: /s/ Bryan Kelln, by Rebecca Collins, as Attorney-in-Fact
Stock symbol: VRRM
Transactions as of: May 24, 2021
Transactions value $: $0
Form type: 4
Date filed: 5/26/2021, 08:10 PM
Next filing: Oct 23, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	VRRM	Class A Common Stock	Options Exercise	$0	+8.7K	+56.62%	$0.00	24.1K	May 24, 2021	Direct	F1, F2
holding	VRRM	Class A Common Stock						15.4K	May 24, 2021	Direct	F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

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	-8.7K	-100%	$0.00^*	0	May 24, 2021	Class A Common Stock	8.7K	$0.00	Direct	F1, F4, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Bryan Kelln is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	The reporting person was granted 8,696 restricted stock units as compensation for his service on the Issuer's board of directors and are held by the reporting person for the benefit of PE Greenlight Holdings, LLC ("PE Greenlight"). Pursuant to an Investor Rights Agreement with the Issuer, PE Greenlight has the right to nominate up to three directors to the Issuer's board of directors, subject to certain ownership thresholds. The reporting person served on the Issuer's board of directors pursuant to this right. The reporting person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
F2	Includes 8,696 shares of the Issuer's Class A Common Stock that were awarded to the reporting person as compensation for his service on the Issuer's board of directors and are held by the reporting person for the benefit of PE Greenlight. As disclosed in footnote (5) 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.
F3	Reflects the number of shares of the Issuer's Class a Common Stock beneficially owned by the reporting person after giving effect to the transfer to PE Greenlight described in the footnote (2) above.
F4	Each restricted stock unit represents a contingent right to receive one share of Verra Mobility Corporation Class A Common Stock.
F5	On May 26, 2020, the reporting person was granted 8,696 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. Pursuant to a contractual agreement between the reporting person and PE Greenlight, the shares of Class A Common Stock issued to the reporting person upon settlement of the restricted stock units were immediately transferred to PE Greenlight in a transaction exempt from Section 16 pursuant to Rule 16a-13 thereunder.