VERRA MOBILITY Corp — Director's Dealing 2019

May 1, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VERRA MOBILITY Corp (VRRM)
CIK: 0001682745
Period of Report: 2019-04-30

Reporting Person: PLATINUM EQUITY LLC (Director, 10% Owner)
Reporting Person: PE Greenlight Holdings, LLC (Director, 10% Owner)
Reporting Person: Platinum Equity Capital Partners IV, L.P. (Director, 10% Owner)
Reporting Person: Platinum Equity Partners IV, L.P. (Director, 10% Owner)
Reporting Person: Platinum Equity Partners IV, LLC (Director, 10% Owner)
Reporting Person: Platinum Equity Investment Holdings IV, LLC (Director, 10% Owner)
Reporting Person: Platinum Equity Investment Holdings IV Manager, LLC (Director, 10% Owner)
Reporting Person: Platinum Equity InvestCo, L.P. (Director, 10% Owner)
Reporting Person: Platinum Equity Investment Holdings IC (Cayman), LLC (Director, 10% Owner)
Reporting Person: Platinum InvestCo (Cayman), LLC (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-04-30	Class A common stock, par value $0.0001 per share	J	2500000	$13.00	Acquired	56239744	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A common stock, par value $0.0001 per share	3540344	Direct

Footnotes

F1: On April 30, 2019, PE Greenlight Holdings, LLC ("PE Greenlight") received 2,500,000 shares of the Issuer's Class A common stock, par value $0.0001 per share ("Class A Shares") pursuant to an "earn-out" provision in that certain Agreement and Plan of Merger by and among the Issuer, AM Merger Sub I, Inc., AM Merger Sub II, LLC, Greenlight Holding II Corporation ("Greenlight") and PE Greenlight, in its capacity as the Stockholder Representative (as amended, the "Merger Agreement") related to the Issuer's business combination (the "Business Combination") with Greenlight on October 17, 2018 (the "Closing Date"). The Merger Agreement provided that PE Greenlight would receive additional Class A Shares (any such Class A Shares, the "Earn-Out Shares") as follows:

F2: (Continued from Footnote 1) (i) a one-time issuance of 2,500,000 Class A Shares if the volume weighted average closing sale price of one Class A Share on Nasdaq for a period of at least 10 days out of 20 consecutive trading days at any time during the five-year period following the Closing Date (the "Average Share Price") is greater than $13.00; (ii) a one-time issuance of 2,500,000 Class A Shares if the Average Share Price is greater than $15.50; (iii) a one-time issuance of 2,500,000 Class A Shares if the Average Share Price is greater than $18.00; and (iv) a one-time issuance of 2,500,000 Class A Shares if the Average Share Price is greater than $20.50.

F3: (Continued from Footnote 2) PE Greenlight will also be entitled to Earn-Out Shares in the event of certain acceleration events described in greater detail in the Merger Agreement. As a result of the Average Share Price being greater than $13.00, PE Greenlight acquired an additional 2,500,000 Class A Shares pursuant to the Merger Agreement. PE Greenlight's right to receive Earn-Out Shares became fixed and irrevocable on the Closing Date.

F4: Shares held directly by PE Greenlight. 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: (Continued from Footnote 5) Platinum Equity, LLC ("Platinum Equity") 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: 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.