VERRA MOBILITY Corp — Director's Dealing 2020

May 27, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VERRA MOBILITY Corp (VRRM)
CIK: 0001682745
Period of Report: 2020-05-25

Reporting Person: Kelln Bryan (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-05-25	Class A Common Stock	M	6475	$0.00	Acquired	15359	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-05-25	Restricted Stock Units	$0.00	M	6475	Disposed		Class A Common Stock (6475)	Direct
2020-05-26	Restricted Stock Units	$0.00	A	8696	Acquired		Class A Common Stock (8696)	Direct

Footnotes

F1: Each restricted stock unit represents a contingent right to receive one share of Verra Mobility Corporation Class A Common Stock.

F2: On August 21, 2019, the Reporting Person was granted 6,475 shares of restricted stock units, vesting in full on the earlier of (a) August 21, 2020, or (b) the date immediately prior to the next annual meeting of Verra Mobility Corporation's stockholders occurring after the date of grant.

F3: The restricted stock units reported on this row were granted 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 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 serves on the Issuer 's board of directors pursuant to this right. The reporting person disclaims beneficial ownership of the restricted stock units reported herein 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.

F4: The restricted stock units will vest 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 will be immediately transferred to PE Greenlight in a transaction exempt from Section 16 pursuant to Rule 16a-13 thereunder.