Vertiv (VRT) Form 4 Vertiv / Tom Gores ownership change

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

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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^*

VPE Holdings, LLC

(Last) (First) (Middle)

C/O PLATINUM EQUITY ADVISORS, LLC

360 NORTH CRESCENT DRIVE, SOUTH BUILDING

(Street)

BEVERLY HILLS CA 90210

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Vertiv Holdings Co [ VRT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/07/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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

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
Stock Options	$15.84	03/07/2023		A		60,000		(1)	03/07/2033	Class A Common Stock	60,000	$0.00	60,000	I	See Footnotes(2)(3)(4)(5)(6)(7)

1. Name and Address of Reporting Person^*

VPE Holdings, LLC

(Last) (First) (Middle)

C/O PLATINUM EQUITY ADVISORS, LLC

360 NORTH CRESCENT DRIVE, SOUTH BUILDING

(Street)

BEVERLY HILLS CA 90210

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Gores Tom

(Last) (First) (Middle)

C/O PLATINUM EQUITY ADVISORS, LLC

360 NORTH CRESCENT DRIVE, SOUTH BUILDING

(Street)

BEVERLY HILLS CA 90210

(City) (State) (Zip)

Explanation of Responses:

1. Consists of options to purchase shares of Class A common stock of Vertiv Holdings Co (the "Issuer"), subject to vesting in equal or nearly equal installments on March 15 of each of 2024, 2025, 2026, and 2027, granted to Jacob Kotzubei and Matthew Louie, assuming continued board service through the applicable vesting date. Options to purchase 30,000 shares of Class A common stock of the Issuer were granted to each of Messrs. Kotzubei and Louie.

2. Pursuant to a contractual agreement between Messrs. Kotzubei and Louie, on the one hand, and VPE Holdings, LLC ("VPE"), on the other hand, the shares of Class A common stock of the Issuer issuable to Messrs. Kotzubei and Louie upon exercise of such stock options will be immediately transferred to VPE in a transaction exempt from Section 16 pursuant to Rule 16a-13 thereunder.

3. Vertiv JV Holdings, LLC ("JV") owns a majority of the outstanding equity interests of VPE, and PE Vertiv Holdings, LLC ("PE Vertiv") owns a majority of the outstanding interests of JV, and, accordingly, each may be deemed to beneficially own the shares of Class A common stock beneficially owned by VPE. PE Vertiv is directly owned by six private equity investment funds (the "Funds"), none of which private equity investment funds individually has the power to direct the voting or disposition of shares beneficially owned. Platinum Equity Investment Holdings III, LLC ("Holdings III") is the managing member of one of the Funds and the managing member of the general partner of four of the Funds.

4. (Continued from footnote 3) Through such positions, Holdings III has the indirect power to direct the voting of a majority of the outstanding equity interests of PE Vertiv. Platinum Equity Investment Holdings III Manager, LLC ("Holdings Manager") is the managing member of Holdings III. Platinum Equity InvestCo, L.P. ("InvestCo") owns all of the economic interests in Holdings III. Platinum Equity Investment Holdings IC (Cayman), LLC ("Holdings Cayman") is the general partner of InvestCo. Platinum InvestCo (Cayman), LLC ("InvestCo Cayman") holds a controlling interest in InvestCo. Platinum Equity, LLC ("Platinum") is sole member of Holdings Manager. Platinum also indirectly controls the other funds that own equity interests of PE Vertiv. Mr. Tom Gores (together with VPE, JV, PE Vertiv, Holdings III, Holdings Manager, InvestCo, Holdings Cayman, InvestCo Cayman and Platinum, the "Reporting Persons") is the beneficial owner of Platinum. Accordingly,

5. (Continued from footnote 4) as a result of their indirect ownership and control of each of VPE, JV and PE Vertiv, each of Holdings III, Holdings Manager, InvestCo, Holdings Cayman, InvestCo Cayman, Platinum, and Mr. Tom Gores may be deemed to beneficially own the shares owned directly by VPE.

6. 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.

7. Pursuant to Rule 16a-1(a)(4) under the Exchange Act of 1934, as amended (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.

Remarks:

VPE, which is indirectly controlled by Tom Gores as described in footnotes 2-7, is party to a Stockholders Agreement with the Issuer which gives VPE the right to nominate up to four directors to the Issuer's board of directors, subject to certain ownership thresholds. Jacob Kotzubei and Matthew Louie serve on the Issuer's board of directors pursuant to this right. Each of Messrs. Kotzubei and Louie is, respectively, a Partner and Managing Director of Platinum Equity Advisors, LLC, the advisory entity of the Funds. Accordingly, Messrs. Kotzubei and Louie may be determined to represent the interests of the Reporting Persons on the Board of Directors of the Issuer, and accordingly, the Reporting Persons may be deemed to be directors for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. Form 2 of 2

	/s/ Mary Ann Sigler, Attorney-in-Fact for Tom Gores	03/09/2023
	** Signature of Reporting Person	Date
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