VERRA MOBILITY Corp — Director's Dealing 2023

May 23, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VERRA MOBILITY Corp (VRRM)
CIK: 0001682745
Period of Report: 2023-05-22

Reporting Person: FARRELL SARAH E (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-05-22	Class A Common Stock	M	8480	$0.00	Acquired	12357	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-05-22	Restricted Stock Units	$0.00	M	8480	Disposed		Class A Common Stock (8480)	Direct
2023-05-23	Restricted Stock Units	$0.00	A	9545	Acquired		Class A Common Stock (9545)	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 5, 2022, the Reporting Person was granted 8,480 restricted stock units, vesting in full on the earlier of (a) August 5, 2023, or (b) the date immediately prior to the next annual meeting of the Issuer's stockholders occurring after the date of grant. The Reporting Person is deemed to hold the shares of Class A Common Stock for the benefit of certain funds (the "In-Cap Funds") managed by Inclusive Capital Partners, L.P. ("In-Cap") and indirectly for the benefit of In-Cap, and may, after vesting, if applicable, transfer the shares of Class A Common Stock directly to the In-Cap Funds.

F3: On May 23, 2023, the Reporting Person was granted 9,545 restricted stock units, vesting in full on the earlier of (a) May 23, 2024, or (b) the date immediately prior to the next annual meeting of the Issuer's stockholders occurring after the date of grant. The Reporting Person is deemed to hold the shares of Class A Common Stock for the benefit of the In-Cap Funds managed by In-Cap and indirectly for the benefit of In-Cap, and may, after vesting, if applicable, transfer the shares of Class A Common Stock directly to the In-Cap Funds.

F4: The filing of this statement shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. The Reporting Person expressly disclaims beneficial ownership of the securities reported herein except to the extent of her pecuniary.