VERRA MOBILITY Corp — Director's Dealing 2017

Jan 12, 2017

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Gores Holdings II, Inc. (GSHT)
CIK: 0001682745
Period of Report: 2017-01-12

Reporting Person: Gores Sponsor II LLC (N/A)
Reporting Person: AEG Holdings, LLC (N/A)
Reporting Person: Gores Alec E (N/A)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class F Common Stock, par value $0.0001 per share	$		Class A Common Stock, par value $0.0001 per share (10706250)		Direct

Footnotes

F1: Gores Sponsor II LLC. ("Sponsor") directly owns 10,706,250 shares of Class F common stock, par value $0.0001 per share (the "Class F Shares"), of the Issuer, including 1,406,250 Class F Shares that are subject to forfeiture if the underwriter of the Issuer's initial public offering does not exercise in full an option granted to it to cover over-allotments. Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, such Class F Shares have no expiration date and (i) are convertible into shares of Class A common stock, par value $0.0001 per share ("Class A Shares"), of the Issuer at any time at the option of the holder on a one-for-one basis and (ii) will automatically convert into Class A Shares at the time of the Issuer's initial business combination on a one-for-one basis, in each case, subject to adjustment.

F2: The managing member of the Sponsor is AEG Holdings, LLC ("AEG"). Alec Gores is the managing member of AEG (and together with Sponsor and AEG, the "Reporting Persons").

F3: Because of the relationship among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

F4: Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.