0000899243-20-003381.txt : 20200205 0000899243-20-003381.hdr.sgml : 20200205 20200205182601 ACCESSION NUMBER: 0000899243-20-003381 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20200203 FILED AS OF DATE: 20200205 DATE AS OF CHANGE: 20200205 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PLATINUM EQUITY LLC CENTRAL INDEX KEY: 0001228754 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37979 FILM NUMBER: 20580223 BUSINESS ADDRESS: STREET 1: 360 NORTH CRESCENT DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90210 BUSINESS PHONE: 3107121195 MAIL ADDRESS: STREET 1: 360 NORTH CRESCENT DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PE Greenlight Holdings, LLC CENTRAL INDEX KEY: 0001756340 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37979 FILM NUMBER: 20580224 BUSINESS ADDRESS: STREET 1: C/O PLATINUM EQUITY ADVISORS, LLC STREET 2: 360 NORTH CRESCENT DRIVE, SOUTH BUILDING CITY: BEVERLY HILLS STATE: CA ZIP: 90210 BUSINESS PHONE: 3107121850 MAIL ADDRESS: STREET 1: C/O PLATINUM EQUITY ADVISORS, LLC STREET 2: 360 NORTH CRESCENT DRIVE, SOUTH BUILDING CITY: BEVERLY HILLS STATE: CA ZIP: 90210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Platinum Equity Capital Partners IV, L.P. CENTRAL INDEX KEY: 0001679261 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37979 FILM NUMBER: 20580225 BUSINESS ADDRESS: STREET 1: 360 NORTH CRESCENT DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90210 BUSINESS PHONE: 310-712-1850 MAIL ADDRESS: STREET 1: 360 NORTH CRESCENT DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Platinum Equity Partners IV, L.P. CENTRAL INDEX KEY: 0001756341 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37979 FILM NUMBER: 20580226 BUSINESS ADDRESS: STREET 1: C/O PLATINUM EQUITY ADVISORS, LLC STREET 2: 360 NORTH CRESCENT DRIVE, SOUTH BUILDING CITY: BEVERLY HILLS STATE: CA ZIP: 90210 BUSINESS PHONE: 3107121850 MAIL ADDRESS: STREET 1: C/O PLATINUM EQUITY ADVISORS, LLC STREET 2: 360 NORTH CRESCENT DRIVE, SOUTH BUILDING CITY: BEVERLY HILLS STATE: CA ZIP: 90210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Platinum Equity Partners IV, LLC CENTRAL INDEX KEY: 0001756334 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37979 FILM NUMBER: 20580227 BUSINESS ADDRESS: STREET 1: C/O PLATINUM EQUITY ADVISORS, LLC STREET 2: 360 NORTH CRESCENT DRIVE, SOUTH BUILDING CITY: BEVERLY HILLS STATE: CA ZIP: 90210 BUSINESS PHONE: 3107121850 MAIL ADDRESS: STREET 1: C/O PLATINUM EQUITY ADVISORS, LLC STREET 2: 360 NORTH CRESCENT DRIVE, SOUTH BUILDING CITY: BEVERLY HILLS STATE: CA ZIP: 90210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Platinum Equity Investment Holdings IV, LLC CENTRAL INDEX KEY: 0001756333 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37979 FILM NUMBER: 20580228 BUSINESS ADDRESS: STREET 1: C/O PLATINUM EQUITY ADVISORS, LLC STREET 2: 360 NORTH CRESCENT DRIVE, SOUTH BUILDING CITY: BEVERLY HILLS STATE: CA ZIP: 90210 BUSINESS PHONE: 3107121850 MAIL ADDRESS: STREET 1: C/O PLATINUM EQUITY ADVISORS, LLC STREET 2: 360 NORTH CRESCENT DRIVE, SOUTH BUILDING CITY: BEVERLY HILLS STATE: CA ZIP: 90210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Platinum Equity Investment Holdings IV Manager, LLC CENTRAL INDEX KEY: 0001756332 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37979 FILM NUMBER: 20580229 BUSINESS ADDRESS: STREET 1: C/O PLATINUM EQUITY ADVISORS, LLC STREET 2: 360 NORTH CRESCENT DRIVE, SOUTH BUILDING CITY: BEVERLY HILLS STATE: CA ZIP: 90210 BUSINESS PHONE: 3107121850 MAIL ADDRESS: STREET 1: C/O PLATINUM EQUITY ADVISORS, LLC STREET 2: 360 NORTH CRESCENT DRIVE, SOUTH BUILDING CITY: BEVERLY HILLS STATE: CA ZIP: 90210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Platinum Equity InvestCo, L.P. CENTRAL INDEX KEY: 0001756331 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37979 FILM NUMBER: 20580230 BUSINESS ADDRESS: STREET 1: C/O PLATINUM EQUITY ADVISORS, LLC STREET 2: 360 NORTH CRESCENT DRIVE, SOUTH BUILDING CITY: BEVERLY HILLS STATE: CA ZIP: 90210 BUSINESS PHONE: 3107121850 MAIL ADDRESS: STREET 1: C/O PLATINUM EQUITY ADVISORS, LLC STREET 2: 360 NORTH CRESCENT DRIVE, SOUTH BUILDING CITY: BEVERLY HILLS STATE: CA ZIP: 90210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Platinum Equity Investment Holdings IC (Cayman), LLC CENTRAL INDEX KEY: 0001756330 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37979 FILM NUMBER: 20580231 BUSINESS ADDRESS: STREET 1: C/O PLATINUM EQUITY ADVISORS, LLC STREET 2: 360 NORTH CRESCENT DRIVE, SOUTH BUILDING CITY: BEVERLY HILLS STATE: CA ZIP: 90210 BUSINESS PHONE: 3107121850 MAIL ADDRESS: STREET 1: C/O PLATINUM EQUITY ADVISORS, LLC STREET 2: 360 NORTH CRESCENT DRIVE, SOUTH BUILDING CITY: BEVERLY HILLS STATE: CA ZIP: 90210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Platinum InvestCo (Cayman), LLC CENTRAL INDEX KEY: 0001766567 STATE OF INCORPORATION: CA FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37979 FILM NUMBER: 20580232 BUSINESS ADDRESS: STREET 1: C/O WALKERS CORPORATE LIMITED STREET 2: 27 HOSPITAL ROAD CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-9008 BUSINESS PHONE: 3102289712 MAIL ADDRESS: STREET 1: C/O WALKERS CORPORATE LIMITED STREET 2: 27 HOSPITAL ROAD CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-9008 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: VERRA MOBILITY Corp CENTRAL INDEX KEY: 0001682745 STANDARD INDUSTRIAL CLASSIFICATION: TRANSPORTATION SERVICES [4700] IRS NUMBER: 813563824 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1150 N. ALMA SCHOOL ROAD CITY: MESA STATE: AZ ZIP: 85201 BUSINESS PHONE: 480.443.7000 MAIL ADDRESS: STREET 1: 1150 N. ALMA SCHOOL ROAD CITY: MESA STATE: AZ ZIP: 85201 FORMER COMPANY: FORMER CONFORMED NAME: Gores Holdings II, Inc. DATE OF NAME CHANGE: 20160819 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2020-02-03 0 0001682745 VERRA MOBILITY Corp VRRM 0001228754 PLATINUM EQUITY LLC C/O PLATINUM EQUITY ADVISORS, LLC 360 NORTH CRESCENT DRIVE, SOUTH BUILDING BEVERLY HILLS CA 90210 1 0 1 0 0001756340 PE Greenlight Holdings, LLC C/O PLATINUM EQUITY ADVISORS, LLC 360 NORTH CRESCENT DRIVE, SOUTH BUILDING BEVERLY HILLS CA 90210 1 0 1 0 0001679261 Platinum Equity Capital Partners IV, L.P. C/O PLATINUM EQUITY ADVISORS, LLC 360 NORTH CRESCENT DRIVE, SOUTH BUILDING BEVERLY HILLS CA 90210 1 0 1 0 0001756341 Platinum Equity Partners IV, L.P. C/O PLATINUM EQUITY ADVISORS, LLC 360 NORTH CRESCENT DRIVE, SOUTH BUILDING BEVERLY HILLS CA 90210 1 0 1 0 0001756334 Platinum Equity Partners IV, LLC C/O PLATINUM EQUITY ADVISORS, LLC 360 NORTH CRESCENT DRIVE, SOUTH BUILDING BEVERLY HILLS CA 90210 1 0 1 0 0001756333 Platinum Equity Investment Holdings IV, LLC C/O PLATINUM EQUITY ADVISORS, LLC 360 NORTH CRESCENT DRIVE, SOUTH BUILDING BEVERLY HILLS CA 90210 1 0 1 0 0001756332 Platinum Equity Investment Holdings IV Manager, LLC C/O PLATINUM EQUITY ADVISORS, LLC 360 NORTH CRESCENT DRIVE, SOUTH BUILDING BEVERLY HILLS CA 90210 1 0 1 0 0001756331 Platinum Equity InvestCo, L.P. C/O PLATINUM EQUITY ADVISORS, LLC 360 NORTH CRESCENT DRIVE, SOUTH BUILDING BEVERLY HILLS CA 90210 1 0 1 0 0001756330 Platinum Equity Investment Holdings IC (Cayman), LLC C/O PLATINUM EQUITY ADVISORS, LLC 360 NORTH CRESCENT DRIVE, SOUTH BUILDING BEVERLY HILLS CA 90210 1 0 1 0 0001766567 Platinum InvestCo (Cayman), LLC C/O PLATINUM EQUITY ADVISORS, LLC 360 NORTH CRESCENT DRIVE, SOUTH BUILDING BEVERLY HILLS CA 90210 1 0 1 0 Class A common stock, par value $0.0001 per share 2020-02-03 4 X 0 2500000 15.50 A 24239744 I See footnote Class A common stock, par value $0.0001 per share 3540344 D Earnout Rights 2020-02-03 4 X 0 2500000 D 2023-10-17 Class A common stock, par value $0.0001 per share 2500000 0 I See footnotes On February 3, 2020, 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"), in connection with the settlement of the earnout rights described in Table II, which such earnout rights were acquired by PE Greenlight on the Closing Date (as defined below). 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 with Greenlight on October 17, 2018 (the "Closing Date"), (Continued from Footnote 1) PE Greenlight became irrevocably entitled on the Closing Date to receive a one-time issuance of 2,500,000 Class A Shares (the "Earn-Out Shares") if (i) 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 $15.50 or (ii) upon the occurrence of certain change of control events during the five-year period following the Closing Date, as further described in the Merger Agreement, if any such event results in the holders of Issuer's Class A Shares receiving a per share price equal to or in excess of $15.50 per share. As a result of the Average Share Price being greater than $15.50, on February 3, 2020 PE Greenlight acquired an additional 2,500,000 Class A Shares as required pursuant to the Merger Agreement. Transaction exempt from Section 16(b) of the Securities Exchange Act of 1934 (the "Act") pursuant to Rule 16b-6(b) promulgated under the Act. Securities 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. (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. (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. 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. 1. Exhibit 99.1 - Signatures Form 1 of 2. See Exhibit 99.1 - Signature 2020-02-05 EX-99.1 2 attachment1.htm EX-99.1 DOCUMENT

                                                                    Exhibit 99.1

PE GREENLIGHT HOLDINGS, LLC

By:  /s/ Justin Maroldi
     -----------------------------------
Name:  Justin Maroldi
Title:  Assistant Secretary

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/ Justin Maroldi
     -----------------------------------
Name:  Justin Maroldi
Title:  Assistant Secretary

PLATINUM EQUITY PARTNERS IV, L.P.

By:  Platinum Equity Partners IV, LLC,
Its:  General Partner

By:  /s/ Justin Maroldi
     -----------------------------------
Name:  Justin Maroldi
Title:  Assistant Secretary

PLATINUM EQUITY PARTNERS IV, LLC

By:  /s/ Justin Maroldi
     -----------------------------------
Name:  Justin Maroldi
Title:  Assistant Secretary

PLATINUM EQUITY INVESTMENT HOLDINGS IV, LLC

By:  /s/ Justin Maroldi
     -----------------------------------
Name:  Justin Maroldi
Title:  Assistant Secretary

PLATINUM EQUITY INVESTMENT HOLDINGS IV MANAGER, LLC

By:  /s/ Justin Maroldi
     -----------------------------------
Name:  Justin Maroldi
Title:  Assistant Secretary


PLATINUM EQUITY INVESTCO, L.P.

By:  Platinum Equity Investment Holdings IC (Cayman), LLC
Its:  General Partner

By:  /s/ Justin Maroldi
     -----------------------------------
Name:  Justin Maroldi
Title:  Assistant Secretary

PLATINUM EQUITY INVESTMENT HOLDINGS IC (CAYMAN), LLC

By:  /s/ Justin Maroldi
     -----------------------------------
Name:  Justin Maroldi
Title:  Assistant Secretary

PLATINUM INVESTCO (CAYMAN), LLC

By:  /s/ Justin Maroldi
     -----------------------------------
Name:  Justin Maroldi
Title:  Assistant Secretary

PLATINUM EQUITY INVESTMENT HOLDINGS, LLC

By:  /s/ Justin Maroldi
     -----------------------------------
Name:  Justin Maroldi
Title:  Assistant Secretary

PLATINUM EQUITY, LLC

By:  /s/ Justin Maroldi
     -----------------------------------
Name:  Justin Maroldi
Title:  Assistant Secretary

TOM GORES

By:  /s/ Mary Ann Sigler
     -----------------------------------
Name:  Mary Ann Sigler
Title:  Attorney-in-Fact