SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Kelln Bryan (Last) (First) (Middle) 360 N. CRESCENT DRIVE SOUTH BUILDING (Street) BEVERLY HILLS CA 90210 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol VERRA MOBILITY Corp [ VRRM ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 05/24/2021
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	05/24/2021		M		8,696(1)	A	$0.00(1)	24,055(2)	D
Class A Common Stock								15,359(3)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	$0.00(4)	05/24/2021		M			8,696(1)(5)	(5)	(5)	Class A Common Stock	8,696(1)	$0.00(1)	0	D

Explanation of Responses:

1. The reporting person was granted 8,696 restricted stock units 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 served on the Issuer's board of directors pursuant to this right. The reporting person disclaims beneficial ownership of such securities 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.

2. Includes 8,696 shares of the Issuer's Class A Common Stock that were awarded 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. As disclosed in footnote (5) below, immediately following the transactions reported herein, such shares of Class A Common Stock will be transferred to PE Greenlight in a transaction exempt from Section 16 pursuant to Rule 16a-13 thereunder.

3. Reflects the number of shares of the Issuer's Class a Common Stock beneficially owned by the reporting person after giving effect to the transfer to PE Greenlight described in the footnote (2) above.

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

5. On May 26, 2020, the reporting person was granted 8,696 restricted stock units, vesting 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 were immediately transferred to PE Greenlight in a transaction exempt from Section 16 pursuant to Rule 16a-13 thereunder.

Remarks:

	/s/ Bryan Kelln, by Rebecca Collins, as Attorney-in-Fact	05/26/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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