SEC Form SC 13G filed by Verra Mobility Corporation
Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant
to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed
Pursuant to § 240.13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
Verra Mobility Corporation
(Name of Issuer)
Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)
92511U102
(CUSIP Number)
July 26, 2023
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ¨ | Rule 13d-1(b) |
| x | Rule 13d-1(c) |
| ¨ | Rule 13d-1(d) |
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 92511U102 | Schedule 13G | Page 1 of 16 |
| 1 | Names of Reporting Persons
Platinum Equity, LLC | |
| 2 | Check the Appropriate Box if a Member of a Group | (a) ¨ (b) ¨ |
| 3 | SEC Use Only
| |
| 4 | Citizenship or Place of Organization
Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 |
Sole Voting Power
0 |
| 6 |
Shared Voting Power
8,235,165 | |
| 7 |
Sole Dispositive Power
0 | |
| 8 |
Shared Dispositive Power
8,235,165 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
8,235,165 |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable |
| 11 | Percent of Class Represented by Amount in Row 9
5.3% |
| 12 | Type of Reporting Person
OO (Limited Liability Company) |
| CUSIP No. 92511U102 | Schedule 13G | Page 2 of 16 |
| 1 | Names of Reporting Persons
Platinum Equity Investment Holdings, LLC | |
| 2 | Check the Appropriate Box if a Member of a Group | (a) ¨ (b) ¨ |
| 3 | SEC Use Only
| |
| 4 | Citizenship or Place of Organization
Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 |
Sole Voting Power
0 |
| 6 |
Shared Voting Power
5,000,000 | |
| 7 |
Sole Dispositive Power
0 | |
| 8 |
Shared Dispositive Power
5,000,000 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,000,000 |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable |
| 11 | Percent of Class Represented by Amount in Row 9
3.2% |
| 12 | Type of Reporting Person
OO (Limited Liability Company) |
| CUSIP No. 92511U102 | Schedule 13G | Page 3 of 16 |
| 1 | Names of Reporting Persons
Platinum Equity Investment Holdings IC (Cayman), LLC | |
| 2 | Check the Appropriate Box if a Member of a Group | (a) ¨ (b) ¨ |
| 3 | SEC Use Only
| |
| 4 | Citizenship or Place of Organization
Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 |
Sole Voting Power
0 |
| 6 |
Shared Voting Power
5,000,000 | |
| 7 |
Sole Dispositive Power
0 | |
| 8 |
Shared Dispositive Power
5,000,000 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,000,000 |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable |
| 11 | Percent of Class Represented by Amount in Row 9
3.2% |
| 12 | Type of Reporting Person
OO (Limited Liability Company) |
| CUSIP No. 92511U102 | Schedule 13G | Page 4 of 16 |
| 1 | Names of Reporting Persons
Platinum Equity InvestCo, L.P. | |
| 2 | Check the Appropriate Box if a Member of a Group | (a) ¨ (b) ¨ |
| 3 | SEC Use Only
| |
| 4 | Citizenship or Place of Organization
Cayman Islands | |
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 |
Sole Voting Power
0 |
| 6 |
Shared Voting Power
5,000,000 | |
| 7 |
Sole Dispositive Power
0 | |
| 8 |
Shared Dispositive Power
5,000,000 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,000,000 |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable |
| 11 | Percent of Class Represented by Amount in Row 9
3.2% |
| 12 | Type of Reporting Person
PN |
| CUSIP No. 92511U102 | Schedule 13G | Page 5 of 16 |
| 1 | Names of Reporting Persons
Platinum Equity Investment Holdings IV, LLC | |
| 2 | Check the Appropriate Box if a Member of a Group | (a) ¨ (b) ¨ |
| 3 | SEC Use Only
| |
| 4 | Citizenship or Place of Organization
Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 |
Sole Voting Power
0 |
| 6 |
Shared Voting Power
5,000,000 | |
| 7 |
Sole Dispositive Power
0 | |
| 8 |
Shared Dispositive Power
5,000,000 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,000,000 |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable |
| 11 | Percent of Class Represented by Amount in Row 9
3.2% |
| 12 | Type of Reporting Person
OO (Limited Liability Company) |
| CUSIP No. 92511U102 | Schedule 13G | Page 6 of 16 |
| 1 | Names of Reporting Persons
Platinum Equity Partners IV, LLC | |
| 2 | Check the Appropriate Box if a Member of a Group | (a) ¨ (b) ¨ |
| 3 | SEC Use Only
| |
| 4 | Citizenship or Place of Organization
Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 |
Sole Voting Power
0 |
| 6 |
Shared Voting Power
5,000,000 | |
| 7 |
Sole Dispositive Power
0 | |
| 8 |
Shared Dispositive Power
5,000,000 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,000,000 |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable |
| 11 | Percent of Class Represented by Amount in Row 9
3.2% |
| 12 | Type of Reporting Person
OO (Limited Liability Company) |
| CUSIP No. 92511U102 | Schedule 13G | Page 7 of 16 |
| 1 | Names of Reporting Persons
Platinum Equity Partners IV, L.P. | |
| 2 | Check the Appropriate Box if a Member of a Group | (a) ¨ (b) ¨ |
| 3 | SEC Use Only
| |
| 4 | Citizenship or Place of Organization
Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 |
Sole Voting Power
0 |
| 6 |
Shared Voting Power
5,000,000 | |
| 7 |
Sole Dispositive Power
0 | |
| 8 |
Shared Dispositive Power
5,000,000 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,000,000 |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable |
| 11 | Percent of Class Represented by Amount in Row 9
3.2% |
| 12 | Type of Reporting Person
PN |
| CUSIP No. 92511U102 | Schedule 13G | Page 8 of 16 |
| 1 | Names of Reporting Persons
Platinum Equity Capital Partners IV, L.P. | |
| 2 | Check the Appropriate Box if a Member of a Group | (a) ¨ (b) ¨ |
| 3 | SEC Use Only
| |
| 4 | Citizenship or Place of Organization
Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 |
Sole Voting Power
0 |
| 6 |
Shared Voting Power
5,000,000 | |
| 7 |
Sole Dispositive Power
0 | |
| 8 |
Shared Dispositive Power
5,000,000 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,000,000 |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable |
| 11 | Percent of Class Represented by Amount in Row 9
3.2% |
| 12 | Type of Reporting Person
PN |
| CUSIP No. 92511U102 | Schedule 13G | Page 9 of 16 |
| 1 | Names of Reporting Persons
PE Greenlight Holdings, LLC | |
| 2 | Check the Appropriate Box if a Member of a Group | (a) ¨ (b) ¨ |
| 3 | SEC Use Only
| |
| 4 | Citizenship or Place of Organization
Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 |
Sole Voting Power
0 |
| 6 |
Shared Voting Power
5,000,000 | |
| 7 |
Sole Dispositive Power
0 | |
| 8 |
Shared Dispositive Power
5,000,000 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,000,000 |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable |
| 11 | Percent of Class Represented by Amount in Row 9
3.2% |
| 12 | Type of Reporting Person
OO (Limited Liability Company) |
| CUSIP No. 92511U102 | Schedule 13G | Page 10 of 16 |
| 1 | Names of Reporting Persons
Tom Gores | |
| 2 | Check the Appropriate Box if a Member of a Group | (a) ¨ (b) ¨ |
| 3 | SEC Use Only
| |
| 4 | Citizenship or Place of Organization
United States | |
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 |
Sole Voting Power
0 |
| 6 |
Shared Voting Power
8,235,165 | |
| 7 |
Sole Dispositive Power
0 | |
| 8 |
Shared Dispositive Power
8,235,165 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
8,235,165 |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable |
| 11 | Percent of Class Represented by Amount in Row 9
5.3% |
| 12 | Type of Reporting Person
IN |
| CUSIP No. 92511U102 | Schedule 13G | Page 11 of 16 |
| ITEM 1. | (a) | Name of Issuer: |
Verra Mobility Corporation (the “Issuer”).
| (b) | Address of Issuer’s Principal Executive Offices: |
1150 North Alma School Road, Mesa, AZ 85201
| ITEM 2. | (a) | Name of Person Filing: |
Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:
Platinum Equity, LLC
Platinum Equity Investment Holdings, LLC
Platinum Equity Investment Holdings IC (Cayman), LLC
Platinum Equity InvestCo, L.P.
Platinum Equity Investment Holdings IV, LLC
Platinum Equity Partners IV, LLC
Platinum Equity Partners IV, L.P.
Platinum Equity Capital Partners IV, L.P.
PE Greenlight Holdings, LLC (“Greenlight”)
Tom Gores
| (b) | Address or Principal Business Office: |
The principal business address of each of the Reporting Persons is 360 North Crescent Drive, Beverly Hills, CA 90210.
| (c) | Citizenship of each Reporting Person is: |
Platinum Equity InvestCo, L.P. is organized under the laws of the Cayman Islands. Tom Gores is a citizen of the United States. Each of the remaining Reporting Persons is organized under the laws of the State of Delaware.
| (d) | Title of Class of Securities: |
Class A Common Stock, par value $0.0001 per share (“Common Stock”).
| (e) | CUSIP Number: |
92511U102
| ITEM 3. |
Not applicable.
| CUSIP No. 92511U102 | Schedule 13G | Page 12 of 16 |
| ITEM 4. | Ownership. |
(a-c)
The ownership information presented below represents beneficial ownership of Common Stock of the Issuer as of the date hereof. The percent of class held by Platinum Equity, LLC and Mr. Gores is based upon 155,461,234 shares of Common Stock outstanding as of the date of the date hereof, which includes: (i) 150,391,591 shares of Common Stock outstanding as of May 1, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 4, 2023 (the “Current Outstanding Common Stock”); (ii) 5,000,000 shares of Class A Common Stock acquired by Greenlight from the Issuer after May 1, 2023 (the “Greenlight Shares”); and (iii) 69,643 shares of Common Stock issuable upon the exercise of warrants held by Platinum Equity, LLC. The percent of class held by each of the other reporting persons is based upon 155,391,591 shares of Common Stock outstanding as of the date of the date hereof, which includes: (i) the Current Outstanding Common Stock and (ii) the Greenlight Shares.
| Reporting Person | Amount beneficially owned | Percent of class: | Sole power to vote or to direct the vote: | Shared power to vote or to direct the vote: | Sole of: | Shared power to dispose or to direct the disposition of: | ||||||||||||||||||
| Platinum Equity, LLC | 8,235,165 | 5.3 | % | 0 | 8,235,165 | 0 | 8,235,165 | |||||||||||||||||
| Platinum Equity Investment Holdings, LLC | 5,000,000 | 3.2 | % | 0 | 5,000,000 | 0 | 5,000,000 | |||||||||||||||||
| Platinum Equity Investment Holdings IC (Cayman), LLC | 5,000,000 | 3.2 | % | 0 | 5,000,000 | 0 | 5,000,000 | |||||||||||||||||
| Platinum Equity InvestCo, L.P. | 5,000,000 | 3.2 | % | 0 | 5,000,000 | 0 | 5,000,000 | |||||||||||||||||
| Platinum Equity Investment Holdings IV, LLC | 5,000,000 | 3.2 | % | 0 | 5,000,000 | 0 | 5,000,000 | |||||||||||||||||
| Platinum Equity Partners IV, LLC | 5,000,000 | 3.2 | % | 0 | 5,000,000 | 0 | 5,000,000 | |||||||||||||||||
| Platinum Equity Partners IV, L.P., | 5,000,000 | 3.2 | % | 0 | 5,000,000 | 0 | 5,000,000 | |||||||||||||||||
| Platinum Equity Capital Partners IV, L.P., | 5,000,000 | 3.2 | % | 0 | 5,000,000 | 0 | 5,000,000 | |||||||||||||||||
| PE Greenlight Holdings, LLC | 5,000,000 | 3.2 | % | 0 | 5,000,000 | 0 | 5,000,000 | |||||||||||||||||
| Tom Gores | 8,235,165 | 5.3 | % | 0 | 8,235,165 | 0 | 8,235,165 | |||||||||||||||||
Greenlight is the record holder of 5,000,000 shares of Common Stock. Platinum Equity, LLC is the record holder of 3,165,522 shares of Common Stock and may be deemed to beneficially own 69,643 shares of Common Stock issuable upon the exercise of warrants held of record by Platinum Equity, LLC.
Tom Gores is the manager of Platinum Equity, LLC, which is the sole member of Platinum Equity Investment Holdings, LLC, which is the sole member of Platinum Equity Investment Holdings IC (Cayman), LLC, which is the general partner of Platinum Equity InvestCo, L.P., which is the sole member of Platinum Equity Investment Holdings IV, LLC, which is the sole member of Platinum Equity Partners IV, LLC, which is the general partner of Platinum Equity Partners IV, L.P., which is the general partner of Platinum Equity Capital Partners IV, L.P., which is the majority member of Greenlight.
By virtue of these relationships, Mr. Gores and Platinum Equity, LLC may be deemed to share beneficial ownership of the securities held of record by Platinum Equity, LLC, and each of the Reporting Persons may be deemed to share beneficial ownership of the securities held of record by Greenlight.
| CUSIP No. 92511U102 | Schedule 13G | Page 13 of 16 |
| ITEM 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
| ITEM 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| ITEM 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
Not applicable.
| ITEM 8. | Identification and Classification of Members of the Group. |
Not applicable.
| ITEM 9. | Notice of Dissolution of Group. |
Not applicable.
| ITEM 10. | Certification. |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
| CUSIP No. 92511U102 | Schedule 13G | Page 14 of 16 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Date: | August 4, 2023 |
| Platinum Equity, LLC | ||
| By: | /s/ Mary Ann Sigler | |
| Name: | Mary Ann Sigler | |
| Title: | Executive Vice President, Chief Financial Officer and Treasurer | |
| Platinum Equity Investment Holdings, LLC | ||
| By: | /s/ Mary Ann Sigler | |
| Name: | Mary Ann Sigler | |
| Title: | Secretary | |
| Platinum Equity Investment Holdings IC (Cayman), LLC | ||
| By: | /s/ Mary Ann Sigler | |
| Name: | Mary Ann Sigler | |
| Title: | President | |
| Platinum Equity InvestCo, L.P. | ||
| By: Platinum Equity Investment Holdings IC (Cayman), LLC, its general partner | ||
| By: | /s/ Mary Ann Sigler | |
| Name: | Mary Ann Sigler | |
| Title: | President | |
| Platinum Equity Investment Holdings IV, LLC | ||
| By: | /s/ Mary Ann Sigler | |
| Name: | Mary Ann Sigler | |
| Title: | Vice President and Treasurer | |
| Platinum Equity Partners IV, LLC | ||
| By: | /s/ Mary Ann Sigler | |
| Name: | Mary Ann Sigler | |
| Title: | Vice President and Treasurer | |
| CUSIP No. 92511U102 | Schedule 13G | Page 15 of 16 |
| Platinum Equity Partners IV, L.P. | ||
| By: Platinum Equity Partners IV, LLC, its general partner | ||
| By: | /s/ Mary Ann Sigler | |
| Name: | Mary Ann Sigler | |
| Title: | Vice President and Treasurer | |
| Platinum Equity Capital Partners IV, L.P. | ||
| By: Platinum Equity Partners IV, L.P., its general partner | ||
| By: Platinum Equity Partners IV, LLC, its general partner | ||
| By: | /s/ Mary Ann Sigler | |
| Name: | Mary Ann Sigler | |
| Title: | Vice President and Treasurer | |
| PE Greenlight Holdings, LLC | ||
| By: | /s/ Mary Ann Sigler | |
| Name: | Mary Ann Sigler | |
| Title: | President and Treasurer | |
| Tom Gores | ||
| By: | /s/ Mary Ann Sigler | |
| Name: | Mary Ann Sigler | |
| Title: | Attorney-in-Fact | |
| CUSIP No. 92511U102 | Schedule 13G | Page 16 of 16 |
LIST OF EXHIBITS
| Exhibit No. | Description |
| 24 | Power of Attorney. |
| 99 | Joint Filing Agreement. |