John F. Marion Form 3 Vertiv / John F. Marion ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Marion John F.

(Last) (First) (Middle)

C/O VERTIV HOLDINGS CO

1050 DEARBORN DRIVE

(Street)

COLUMBUS OH 43085

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/05/2022

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, Quality, VOS and Process

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

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

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	24,729.38(1)	D
Class A Common Stock	952.5(2)	I	By 401(k) Plan

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options	(3)	02/07/2030	Class A Common Stock	57,086	12.05	D
Stock Options	(4)	04/04/2032	Class A Common Stock	16,455	14.49	D

Explanation of Responses:

1. Includes shares, restricted stock units and dividend equivalent stock units.

2. Reflects shares acquired under the Company's 401(k) plan in transactions exempt from reporting requirements.

3. 14,271 stock options vested on February 7, 2021, 14,272 stock options vested on February 7, 2022, 14,271 stock options are scheduled to vest on February 7, 2023, and 14,272 stock options are scheduled to vest on February 7, 2024.

4. 4,113 stock options are scheduled to vest on March 3, 2023, and 4,114 stock options are scheduled to vest on each of March 3, 2024, March 3, 2025, and March 3, 2026.

Remarks:

	/s/ Robert M. Wolfe, as attorney-in-fact	08/12/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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