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CUSIP No. 92511U102
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Introductory Note
This Amendment No. 7 to Schedule 13D amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the
“SEC”) on October 29, 2018, as amended by Amendment No. 1 to Schedule 13D, filed with the SEC on February 14, 2019, Amendment No. 2 to Schedule 13D, filed with the SEC on May 1, 2019, Amendment No. 3 to
Schedule 13D, filed with the SEC on June 11, 2019, Amendment No. 4 to Schedule 13D, filed with the SEC on July 9, 2019, Amendment No. 5 to Schedule 13D, filed with the SEC on November 19, 2019, and Amendment No. 6 to
Schedule 13D, filed with the SEC on February 4, 2020 (together, the “Schedule 13D”) with respect to the Class A common stock, par value $0.0001 per share (the “Class A Stock”), of Verra Mobility Corporation, a Delaware
corporation (the “Issuer”). This Amendment No. 7 is being filed to amend and supplement the Schedule 13D to reflect the disposition by the Reporting Persons (as defined below) of 8,000,000 shares of Class A Stock in an underwritten
public offering and 6,849,315 shares of Class A Stock in a repurchase transaction with the Issuer, in each case as described below in Item 4. These shares were sold by PE Greenlight Holdings, LLC, a Delaware limited liability company
(“PE Greenlight”). Capitalized terms used but not defined have the meaning given them in the Schedule 13D.
Item 4. Purpose of
Transaction
Item 4 of the Schedule 13D is hereby amended to add the following:
On August 18, 2021, PE Greenlight entered into that certain Underwriting Agreement with the Issuer and Goldman Sachs & Co. LLC, as the
underwriter (the “Underwriting Agreement”), pursuant to which PE Greenlight agreed to sell an aggregate of 8,000,000 shares of Class A Stock, at a price of $14.60 per share (the “Offering”). In addition, pursuant to the
Underwriting Agreement, PE Greenlight granted the underwriter an option that expires 30 days from the date of the Underwriting Agreement to purchase up to an additional 1,200,000 shares of Class A Stock at the Offering price. The Offering closed on
August 20, 2021. The shares of Class A Stock were offered and sold pursuant to the Issuer’s registration statement on Form S-3 (Registration No. 333-227952).
Also on August 18, 2021, PE Greenlight entered into a Share Repurchase Agreement with the Issuer (the “Repurchase Agreement”)
pursuant to which it agreed to sell to the Issuer an aggregate of approximately $100 million of shares of Class A Stock at a price per share of Class A Stock equal to the Offering price (the “Repurchase”), subject to the closing of
the Offering. The Repurchase, which also closed on August 20, 2021, resulted in the Issuer repurchasing from PE Greenlight an aggregate of 6,849,315 shares of Class A Stock.
The foregoing descriptions of the Underwriting Agreement and the Repurchase Agreement do not purport to be complete and are qualified in their
entirety by reference to the complete text of the Underwriting Agreement and the Repurchase Agreement, respectively, which are incorporated by reference herein as exhibits hereto and are incorporated into this Item 4 by reference.
Item 5. Interest in Securities of the Issuer
Item 5
of the Schedule 13D is hereby amended and restated in its entirety as follows:
The Reporting Persons may be deemed to beneficially own the
number of shares of Class A Stock (including shares of Class A Stock underlying Class A Warrants) set forth in the table below, representing the approximate percentage of outstanding shares of Class A Stock set forth in the table
below as calculated pursuant to Rule 13d-3 (based on 162, 410,988 shares of Class A Stock outstanding, which represents the number of shares of Class A Stock stated to be outstanding
as of August 17, 2021 by the Issuer in the Issuer’s Prospectus Supplement (File No. 333-227952), filed with the SEC pursuant to Rule 424(b)(4) on August 19, 2021).