SC 13G 1 tm215882d1_sc13g.htm SC 13G

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. )*

Vertex, Inc.

(Name of Issuer)

Class A Common Stock, $0.001 par value per share

(Title of Class of Securities)

92538J106

(CUSIP Number)

December 31, 2020

(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)

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. 92538J106

Schedule 13G

Page 1 of 24

1	Names of Reporting Persons Amanda Radcliffe
2	Check the Appropriate Box if a Member of a Group	(a) x (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 32,348,597.223
	6	Shared Voting Power 84,210
	7	Sole Dispositive Power 32,348,597.223
	8	Shared Dispositive Power 84,210

9	Aggregate Amount Beneficially Owned by Each Reporting Person 32,432,807.223
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable
11	Percent of Class Represented by Amount in Row 9 22.0%
12	Type of Reporting Person IN

CUSIP No. 92538J106

Schedule 13G

Page 2 of 24

1	Names of Reporting Persons Stefanie Thompson
2	Check the Appropriate Box if a Member of a Group	(a) x (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 34,520,799.588
	6	Shared Voting Power 0
	7	Sole Dispositive Power 34,520,799.588
	8	Shared Dispositive Power 0

9	Aggregate Amount Beneficially Owned by Each Reporting Person 34,520,799.588
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable
11	Percent of Class Represented by Amount in Row 9 23.4%
12	Type of Reporting Person IN

CUSIP No. 92538J106

Schedule 13G

Page 3 of 24

1	Names of Reporting Persons Jeffrey Westphal
2	Check the Appropriate Box if a Member of a Group	(a) x (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 29,902,181.237
	6	Shared Voting Power 0
	7	Sole Dispositive Power 29,902,181.237
	8	Shared Dispositive Power 0

9	Aggregate Amount Beneficially Owned by Each Reporting Person 29,902,181.237
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable
11	Percent of Class Represented by Amount in Row 9 20.3%
12	Type of Reporting Person IN

CUSIP No. 92538J106

Schedule 13G

Page 4 of 24

1	Names of Reporting Persons Christopher Thompson
2	Check the Appropriate Box if a Member of a Group	(a) x (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 5,629.046
	6	Shared Voting Power 112,580.918
	7	Sole Dispositive Power 5,629.046
	8	Shared Dispositive Power 112,580.918

9	Aggregate Amount Beneficially Owned by Each Reporting Person 118,209.964
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable
11	Percent of Class Represented by Amount in Row 9 0.1%
12	Type of Reporting Person IN

CUSIP No. 92538J106			Schedule 13G	Page 5 of 24

1	Names of Reporting Persons Benjamin Schmerin
2	Check the Appropriate Box if a Member of a Group	(a) x (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 4,221.784
	6	Shared Voting Power 0
	7	Sole Dispositive Power 4,221.784
	8	Shared Dispositive Power 0

9	Aggregate Amount Beneficially Owned by Each Reporting Person 4,221.784
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable
11	Percent of Class Represented by Amount in Row 9 Less than 0.1%
12	Type of Reporting Person IN

CUSIP No. 92538J106			Schedule 13G	Page 6 of 24

1	Names of Reporting Persons Conrad Radcliffe
2	Check the Appropriate Box if a Member of a Group	(a) x (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 8,026,522.131
	7	Sole Dispositive Power 0
	8	Shared Dispositive Power 8,026,522.131

9	Aggregate Amount Beneficially Owned by Each Reporting Person 8,026,522.131
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable
11	Percent of Class Represented by Amount in Row 9 5.5%
12	Type of Reporting Person IN

CUSIP No. 92538J106			Schedule 13G	Page 7 of 24

1	Names of Reporting Persons Kailey Radcliffe
2	Check the Appropriate Box if a Member of a Group	(a) x (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 5,294,874.754
	7	Sole Dispositive Power 0
	8	Shared Dispositive Power 5,294,874.754

9	Aggregate Amount Beneficially Owned by Each Reporting Person 5,294,874.754
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable
11	Percent of Class Represented by Amount in Row 9 3.6%
12	Type of Reporting Person IN

CUSIP No. 92538J106			Schedule 13G	Page 8 of 24

1	Names of Reporting Persons Antoinette Radcliffe
2	Check the Appropriate Box if a Member of a Group	(a) x (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 5,294,874.754
	7	Sole Dispositive Power 0
	8	Shared Dispositive Power 5,294,874.754

9	Aggregate Amount Beneficially Owned by Each Reporting Person 5,294,874.754
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable
11	Percent of Class Represented by Amount in Row 9 3.6%
12	Type of Reporting Person IN

CUSIP No. 92538J106			Schedule 13G	Page 9 of 24

1	Names of Reporting Persons Anne Marie Westphal
2	Check the Appropriate Box if a Member of a Group	(a) x (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 2,307,547.706
	7	Sole Dispositive Power 0
	8	Shared Dispositive Power 2,307,547.706

9	Aggregate Amount Beneficially Owned by Each Reporting Person 2,307,547.706
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable
11	Percent of Class Represented by Amount in Row 9 1.6%
12	Type of Reporting Person IN

CUSIP No. 92538J106

Schedule 13G

Page 10 of 24

Names of Reporting Persons

Kyle Westphal

Check the Appropriate Box if a Member of a Group

(a) x

(b) ¨

SEC Use Only

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 2,589,000
	7	Sole Dispositive Power 0
	8	Shared Dispositive Power 2,589,000

9	Aggregate Amount Beneficially Owned by Each Reporting Person 2,589,000
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable
11	Percent of Class Represented by Amount in Row 9 1.8%
12	Type of Reporting Person IN

CUSIP No. 92538J106

Schedule 13G

Page 11 of 24

1	Names of Reporting Persons Jacob Westphal
2	Check the Appropriate Box if a Member of a Group	(a) x (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 2,589,000
	7	Sole Dispositive Power 0
	8	Shared Dispositive Power 2,589,000

9	Aggregate Amount Beneficially Owned by Each Reporting Person 2,589,000
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable
11	Percent of Class Represented by Amount in Row 9 1.8%
12	Type of Reporting Person IN

CUSIP No. 92538J106

Schedule 13G

Page 12 of 24

1	Names of Reporting Persons Melanie Lucas
2	Check the Appropriate Box if a Member of a Group	(a) x (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 1,941,750
	6	Shared Voting Power 0
	7	Sole Dispositive Power 1,941,750
	8	Shared Dispositive Power 0

9	Aggregate Amount Beneficially Owned by Each Reporting Person 1,941,750
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable
11	Percent of Class Represented by Amount in Row 9 1.3%
12	Type of Reporting Person IN

CUSIP No. 92538J106

Schedule 13G

Page 13 of 24

1	Names of Reporting Persons Samantha Lucas
2	Check the Appropriate Box if a Member of a Group	(a) x (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 1,969,895.229
	6	Shared Voting Power 0
	7	Sole Dispositive Power 1,969,895.229
	8	Shared Dispositive Power 0

9	Aggregate Amount Beneficially Owned by Each Reporting Person 1,969,895.229
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable
11	Percent of Class Represented by Amount in Row 9 1.3%
12	Type of Reporting Person IN

CUSIP No. 92538J106

Schedule 13G

Page 14 of 24

1	Names of Reporting Persons Mackenzie Lucas
2	Check the Appropriate Box if a Member of a Group	(a) x (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 1,941,750
	6	Shared Voting Power 0
	7	Sole Dispositive Power 1,941,750
	8	Shared Dispositive Power 0

9	Aggregate Amount Beneficially Owned by Each Reporting Person 1,941,750
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable
11	Percent of Class Represented by Amount in Row 9 1.3%
12	Type of Reporting Person IN

CUSIP No. 92538J106

Schedule 13G

Page 15 of 24

1	Names of Reporting Persons Andrea Schmerin
2	Check the Appropriate Box if a Member of a Group	(a) x (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 1,983,967.844
	6	Shared Voting Power 0
	7	Sole Dispositive Power 1,983,967.844
	8	Shared Dispositive Power 0

9	Aggregate Amount Beneficially Owned by Each Reporting Person 1,983,967.844
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable
11	Percent of Class Represented by Amount in Row 9 1.3%
12	Type of Reporting Person IN

CUSIP No. 92538J106

Schedule 13G

Page 16 of 24

1	Names of Reporting Persons Constance Thompson
2	Check the Appropriate Box if a Member of a Group	(a) x (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 112,580.918
	7	Sole Dispositive Power 0
	8	Shared Dispositive Power 112,580.918

9	Aggregate Amount Beneficially Owned by Each Reporting Person 112,580.918
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable
11	Percent of Class Represented by Amount in Row 9 0.1%
12	Type of Reporting Person IN

CUSIP No. 92538J106

Schedule 13G

Page 17 of 24

1	Names of Reporting Persons Nicholas Shuhan
2	Check the Appropriate Box if a Member of a Group	(a) x (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 281,452.294
	7	Sole Dispositive Power 0
	8	Shared Dispositive Power 281,452.294

9	Aggregate Amount Beneficially Owned by Each Reporting Person 281,452.294
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable
11	Percent of Class Represented by Amount in Row 9 0.2%
12	Type of Reporting Person IN

CUSIP No. 92538J106

Schedule 13G

Page 18 of 24

ITEM 1.

(a)

Name of Issuer:

Vertex, Inc. (the “Issuer”)

(b)

Address of Issuer’s Principal Executive Offices:

2301 Renaissance Boulevard,

King of Prussia, PA 19406

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:

Amanda Radcliffe;

Stefanie Thompson;

Jeffrey Westphal;

Christopher Thompson;

Benjamin Schmerin;

Conrad Radcliffe;

Kailey Radcliffe;

Antoinette Radcliffe;

Anne Marie Westphal;

Kyle Westphal;

Jacob Westphal;

Melanie Lucas;

Samantha Lucas;

Mackenzie Lucas;

Andrea Schmerin;

Constance Thompson; and

Nicholas Shuhan.

(b)

Address or Principal Business Office:

The business address for each of the Reporting Persons is c/o Vertex, Inc., 2301 Renaissance Boulevard, King of Prussia, PA 19406.

(c)

Citizenship of each Reporting Person is:

Each of the Reporting Persons is a citizen of the United States.

(d)

Title of Class of Securities:

Class A Common Stock, $0.001 par value per share (“Class A Common Stock”).

CUSIP No. 92538J106

Schedule 13G

Page 19 of 24

(e)

CUSIP Number:

92538J106

ITEM 3.

Not applicable.

ITEM 4.

Ownership.

(a-c)

The ownership information presented below represents beneficial ownership of Class A Common Stock of the Issuer as of the date hereof, based upon 26,698,012 shares of Class A Common Stock outstanding as of January 29, 2021, and assumes the conversion of an aggregate of 120,506,600.596 shares of Class B Common Stock, par value $0.001 per share of the Issuer (the “Class B Common Stock”), held by the Reporting Persons on a one-for-one basis.

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 power to dispose or to direct the disposition of:		Shared power to dispose or to direct the disposition of:
Amanda Radcliffe⁽¹⁾⁽¹⁷⁾		32,432,807.223		22.0	%		32,348,597.223		84,210		32,348,597.223		84,210
Stefanie Thompson⁽²⁾		34,520,799.588		23.4	%		34,520,799.588		0		34,520,799.588		0
Jeffrey Westphal⁽³⁾		29,902,181.237		20.3	%		29,902,181.237		0		29,902,181.237		0
Christopher Thompson⁽⁴⁾⁽⁵⁾		118,209.964		0.1	%		5,629.046		112,580.918		5,629.046		112,580.918
Benjamin Schmerin		4,221.784		*			4,221.784		0		4,221.784		0
Conrad Radcliffe^(6)(7)(8)⁽¹⁷⁾		8,026,522.131		5.5	%		0		8,026,522.131		0		8,026,522.131
Kailey Radcliffe⁽⁶⁾⁽⁷⁾		5,294,874.754		3.6	%		0		5,294,874.754		0		5,294,874.754
Antoinette Radcliffe⁽⁶⁾⁽⁸⁾		5,294,874.754		3.6	%		0		5,294,874.754		0		5,294,874.754
Anne Marie Westphal⁽⁹⁾		2,307,547.706		1.6	%		0		2,307,547.706		0		2,307,547.706
Kyle Westphal⁽¹⁰⁾		2,589,000		1.8	%		0		2,589,000		0		2,589,000
Jacob Westphal⁽¹¹⁾		2,589,000		1.8	%		0		2,589,000		0		2,589,000
Melanie Lucas⁽¹²⁾		1,941,750		1.3	%		1,941,750		0		1,941,750		0
Samantha Lucas⁽¹³⁾		1,969,895.229		1.3	%		1,969,895.229		0		1,969,895.229		0
Mackenzie Lucas⁽¹⁴⁾		1,941,750		1.3	%		0		1,941,750		0		1,941,750
Andrea Schmerin⁽¹⁵⁾		1,983,967.844		1.3	%		1,983,967.844		0		1,983,967.844		0
Constance Thompson⁽⁵⁾		112,580.918		0.1	%		0		112,580.918		0		112,580.918
Nicholas Shuhan⁽¹⁶⁾		281,452.294		0.2	%		0		281,452.294		0		281,452.294

* Less than 0.1%

(1)

Includes (i) 7,895 shares of Class A Common Stock held of record by Amanda Radcliffe, (ii) 49,000 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held of record by Ms. Radcliffe and (iii) 32,291,702.223 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by trusts of which Ms. Radcliffe is the trustee.

(2)

Includes (i) 7,895 shares of Class A Common Stock held of record by Stefanie Thompson, (ii) 49,000 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held of record by Ms. Thompson and (iii) 34,463,904.588 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by trusts of which Ms. Thompson is the trustee.

CUSIP No. 92538J106

Schedule 13G

Page 20 of 24

(3)

Includes (i) 7,895 shares of Class A Common Stock held of record by Jeffrey Westphal, (ii) 49,000 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held of record by Mr. Westphal, (iii) 29,594,286.237 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by trusts of which Mr. Westphal is the trustee and (iv) 300,000 shares of Class A Common Stock held by a nonprofit family foundation over which Mr. Westphal exercises investment control.

(4)

Represents 5,629.046 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held of record by Christopher Thompson

(5)

Represents 112,580.918 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held of record by the 2020 Irrevocable Trust for Benefit of Constance A. Thompson, of which Christopher Thompson and Constance Thompson are the trustees.

(6)

Represents 2,647,437.377 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held of record by the Third Party Funded Special Needs Trust for Callum W. Radcliffe u/a of Amanda W. Radcliffe dated May 15, 2015, of which Conrad Radcliffe, Kailey Radcliffe and Antoinette Radcliffe are the trustees.

(7)

Represents 2,647,437.377 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held of record by the Item Second Irrevocable Trust FBO Kailey Radcliffe u/a of Amanda W. Radcliffe dated 10/05/2001, of which Conrad Radcliffe and Kailey Radcliffe are the trustees.

(8)

Represents 2,647,437.377 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held of record by the Item Second Irrevocable Trust FBO Antoinette R. Radcliffe u/a of Amanda W. Radcliffe dated 10/05/2001, of which Conrad Radcliffe and Antoinette R. Radcliffe are the trustees.

(9)

Represents 2,307,547.706 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held of record by the Item Second Irrevocable Trust FBO Anne Marie Westphal u/a of Jeffrey R. Westphal dated 10/05/2001, of which Anne Marie Westphal is a trustee.

(10)

Represents 2,589,000 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held of record by the Item Second Irrevocable Trust FBO Kyle R. Westphal u/a of Jeffrey R. Westphal dated 10/05/2001, of which Kyle Westphal is a trustee.

(11)

Represents 2,589,000 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held of record by the Item Second Irrevocable Trust FBO Jacob J. Westphal u/a of Jeffrey R. Westphal dated 10/05/2001, of which Jacob Westphal is a trustee.

(12)

Represents 1,941,750 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held of record by the Item Second Irrevocable Trust FBO Melanie H. Lucas u/a of Stefanie W. Lucas dated 10/05/2001, of which Melanie Lucas is the trustee.

(13)

Represents 1,969,895.229 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held of record by the Item Second Irrevocable Trust FBO Samantha W. Lucas u/a of Stefanie W. Lucas dated 10/05/2001, of which Samantha Lucas is the trustee.

(14)

Represents 1,941,750 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held of record by the Item Second Irrevocable Trust FBO Mackenzie S. Lucas u/a of Stefanie W. Lucas dated 10/05/2001, of which Mackenzie Lucas is the trustee.

(15)

Represents 1,983,967.844 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held of record by the Item Second Irrevocable Trust FBO Andrea P. Lucas u/a of Stefanie W. Lucas dated 10/05/2001, of which Andrea Schmerin is the trustee.

	(16)	Represents 281,452.294 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held of record by the 2020 Irrevocable Trust for Benefit of Nicholas A. Shuhan, of which Nicholas Shuhan is a trustee.
	(17)	Represents 84,210 shares of Class A Common Stock jointly held by Amanda Radcliffe and Conrad Radcliffe.

Each of the Reporting Persons is a party to that certain Third Amended and Restated Stockholders’ Agreement, dated as of July 28, 2020, by and among the Issuer and the Reporting Persons and associated trusts described above (the “Stockholders Agreement”).

CUSIP No. 92538J106

Schedule 13G

Page 21 of 24

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.

By virtue of the Stockholders Agreement and the obligations and rights thereunder, the Reporting Persons acknowledge and agree that they are acting as a “group” with the other Stockholders within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based in part on information provided by the Issuer, as of the date hereof, such a “group” would be deemed to beneficially own an aggregate of 120,524,895 shares of Class A Common Stock, or 81.9% of the Class A Common Stock of the Issuer calculated pursuant to Rule 13d-3 of the Exchange Act. Each Reporting Person expressly disclaims beneficial ownership over any shares of Class A Common Stock that they may be deemed to beneficially own solely by reason of the Stockholder Agreement.

ITEM 9.

Notice of Dissolution of Group.

Not applicable.

ITEM 10.

Certification.

Not applicable.

CUSIP No. 92538J106

Schedule 13G

Page 22 of 24

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: February 12, 2021

	/s/ Amanda Radcliffe
	Amanda Radcliffe

	/s/ Stefanie Thompson
	Stefanie Thompson

	/s/ Jeffrey Westphal
	Jeffrey Westphal

	/s/ Christopher Thompson
	Christopher Thompson

	/s/ Benjamin Schmerin
	Benjamin Schmerin

	/s/ Conrad Radcliffe
	Conrad Radcliffe

	/s/ Kailey Radcliffe
	Kailey Radcliffe

	/s/ Antoinette Radcliffe
	Antoinette Radcliffe

	/s/ Anne Marie Westphal
	Anne Marie Westphal

	/s/ Kyle Westphal
	Kyle Westphal

CUSIP No. 92538J106

Schedule 13G

Page 23 of 24

	/s/ Jacob Westphal
	Jacob Westphal

	/s/ Melanie Lucas
	Melanie Lucas

	/s/ Samantha Lucas
	Samantha Lucas

	/s/ Mackenzie Lucas
	Mackenzie Lucas

	/s/ Andrea Schmerin
	Andrea Schmerin

	/s/ Constance Thompson
	Constance Thompson

	/s/ Nicholas Shuhan
	Nicholas Shuhan

CUSIP No. 92538J106

Schedule 13G

Page 24 of 24

LIST OF EXHIBITS

Exhibit No.		Description
99		Joint Filing Agreement.

SEC Form SC 13G filed