Sec Form 4 Filing - Gores Sponsor II LLC @ VERRA MOBILITY Corp - 2018-10-17

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Gores Sponsor II LLC 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 X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 9800 WILSHIRE BLVD 3. Date of Earliest Transaction (MM/DD/YY) 10/17/2018 (Street) BEVERLY HILLS, CA90212 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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, par value $0.0001 per share 10/17/2018 A 1,220,455 A $ 9.2 1,220,455 I See footnotes ( 1 ) ( 11 ) Class A Common Stock, par value $0.0001 per share 10/17/2018 A 108,696 A $ 9.2 108,696 I See footnotes ( 2 ) ( 11 ) Class A Common Stock, par value $0.0001 per share 10/17/2018 A 108,696 A $ 9.2 108,696 I See footnotes ( 3 ) ( 11 ) Class A Common Stock, par value $0.0001 per share 10/17/2018 A 326,087 A $ 9.2 326,087 I See footnotes ( 4 ) ( 11 ) Class A Common Stock, par value $0.0001 per share 10/17/2018 A 326,087 A $ 9.2 326,087 I See footnotes ( 5 ) ( 11 ) Class A Common Stock, par value $0.0001 per share 10/17/2018 M 4,144,577 A $ 0 4,144,577 I See footnotes ( 6 ) ( 11 )

Table II - Derivative Securities Acquired, Dispos ed 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Class F Common Stock, par value $0.0001 per share ( 7 ) 10/17/2018 D( 8 ) 3,478,261 ( 7 ) ( 7 ) Class A Common Stock, par value $0.0001 per share 3,478,261 ( 7 ) 6,446,739 I See footnotes ( 6 ) ( 11 ) Class F Common Stock, par value $0.0001 per share ( 7 ) 10/17/2018 J( 9 ) 2,302,162 ( 7 ) ( 7 ) Class A Common Stock, par value $0.0001 per share 2,302,162 ( 7 ) 4,144,577 I See footnotes ( 6 ) ( 11 ) Class F Common Stock, par value $0.0001 per share ( 7 ) 10/17/2018 M 4,144,577 ( 7 ) ( 7 ) Class A Common Stock, par value $0.0001 per share 4,144,577 ( 7 ) 0 I See footnotes ( 6 ) ( 11 ) Warrants to Purchase Shares of Class A Common Stock $ 11.5 10/17/2018 A( 10 ) 3,492,401 11/16/2018 10/17/2023 Class A Common Stock, par value $0.0001 per share 3,492,401 ( 10 ) 3,492,401 I See footnotes ( 6 ) ( 11 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Gores Sponsor II LLC 9800 WILSHIRE BLVD BEVERLY HILLS, CA90212 X X AEG Holdings, LLC 9800 WILSHIRE BLVD. BEVERLY HILLS, CA90212 X X Gores Alec E 9800 WILSHIRE BLVD. BEVERLY HILLS, CA90212 X X Signatures Gores Sponsor II LLC, By: Andrew McBride, Attorney-in-Fact 10/19/2018 Signature of Reporting Person Date AEG Holdings, LLC, By: Andrew McBride, Attorney-in-Fact 10/19/2018 Signature of Reporting Person Date Alec Gores, By: Andrew McBride, Attorney-in-Fact 10/19/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The securities reported in this transaction are held of record by AEG Holdings, LLC ("AEG"). Alec Gores is the managing member of AEG. As such, Alec Gores may be deemed to have beneficial ownership of the securities beneficially owned by AEG. Gores Sponsor II, LLC ("Sponsor") does not hold or otherwise beneficially own such securities. ( 2 )The securities reported in this transaction are held of record by one of Mr. Gores's daughters. As such, Alec Gores may be deemed to have beneficial ownership of the securities beneficially owned by his daughter. Sponsor does not hold or otherwise beneficially own such securities. ( 3 )The securities reported in this transaction are held of record by a trust for the benefit of one of Mr. Gores's daughters, of which Mr. Gores serves as trustee. As such, Alec Gores may be deemed to have beneficial ownership of the securities beneficially owned by the trust. Sponsor does not hold or otherwise beneficially own such securities. ( 4 )The securities reported in this transaction are held of record by NBI Irrevocable Trust #4, a trust for the benefit of Mr. Gores's daughters. As such, Alec Gores may be deemed to have beneficial ownership of the securities beneficially owned by the trust. Sponsor does not hold or otherwise beneficially own such securities . ( 5 )The securities reported in this transaction are held of record by NBI Irrevocable Trust #5, a trust for the benefit of Mr. Gores's daughters. As such, Alec Gores may be deemed to have beneficial ownership of the securities beneficially owned by the trust. Sponsor does not hold or otherwise beneficially own such securities. ( 6 )The securities reported herein are held of record by Sponsor. AEG is the managing member of Sponsor. Alec Gores is the managing member of AEG. As such, AEG and Alec Gores may be deemed to have beneficial ownership of the securities beneficially owned by Sponsor. ( 7 )The shares of Class F Common Stock were convertible into shares of Class A Common Stock on a one-for-one basis without any expiration date. ( 8 )3,478,261 shares of Class F Common Stock were forfeited by Sponsor to the issuer on October 17, 2018 in connection with the closing of the issuer's initial business combination. ( 9 )Sponsor made an in-kind distribution of such shares of Class F Common Stock immediately prior to the initial business combination. ( 10 )The warrants were purchased by Sponsor on January 17, 2017. The warrants will become exercisable 30 days after the closing of the issuer's initial business combination. Immediately prior to the initial business combination, Sponsor made an in-kind distribution of 3,174,265 warrants to purchase 3,174,265 shares of Class A Common Stock. ( 11 )Because of the relationship among the reporting persons, the reporting persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each reporting person disclaims beneficial ownership of the securities reported herein, except to the extent of such reporting person's pecuniary interest therein, if any. Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the reporting persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

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