Electro Rent (ELRC) Form 3 ELECTRO RENT / Tom Gores 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^*

Elecor Intermediate Holding II Corp

(Last) (First) (Middle)

C/O PLATINUM EQUITY ADVISORS, LLC

360 NORTH CRESCENT DRIVE, SOUTH BUILDING

(Street)

BEVERLY HILLS CA 90210

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/27/2016

3. Issuer Name and Ticker or Trading Symbol
ELECTRO RENT CORP [ ELRC ]

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

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

5. 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 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)
Common Stock	0	I	See footnotes(1)(2)(3)

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

1. Name and Address of Reporting Person^*

Elecor Intermediate Holding II Corp

(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^*

Elecor Intermediate Holding Corp

(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^*

Elecor Holding Corp

(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^*

Platinum Equity Capital Partners III, L.P.

(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^*

Platinum Equity Partners III, 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^*

Platinum Equity Investment Holdings III, 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^*

PLATINUM EQUITY LLC

(Last) (First) (Middle)

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, LLC

360 NORTH CRESCENT DRIVE, SOUTH BUILDING

(Street)

BEVERLY HILLS CA 90210

(City) (State) (Zip)

Explanation of Responses:

1. On May 27, 2016, Elecor Intermediate Holding II Corporation ("Parent") and Elecor Merger Corporation ("Merger Sub"), entered into an Agreement and Plan of Merger with the Issuer (the "Merger Agreement"), pursuant to which Merger Sub will be merged with and into the Issuer, with the Issuer surviving and continuing as a wholly owned subsidiary of Parent. In connection with the Merger Agreement, Parent entered into voting agreements ( the "Voting Agreements") with certain stockholders of the Issuer covering an aggregate of 6,936,007 shares of the Issuer's common stock. Due to the rights granted under the Voting Agreements, Parent may be deemed to share a beneficial ownership of the shares of Common Stock subject to the Voting Agreements.

2. Tom Gores, the chairman and chief executive officer of Platinum Equity, LLC ("Platinum Equity"), is the ultimate beneficial owner of Platinum Equity. Platinum Equity is the sole member of Platinum Equity Investment Holdings III, LLC, which is the senior managing member of Platinum Equity Partners III, LLC, which is the general partner of Platinum Equity Capital Partners III, L.P., which is the majority stockholder of Elecor Holding Corporation, which is the sole shareholder of Elecor Intermediate Holding Corporation, which is the sole shareholder of Parent. Accordingly, each of the foregoing entities may be deemed to share beneficial ownership of the shares of Common Stock beneficially owned by Parent.

3. None of the Reporting Persons has a pecuniary interest in any of the shares of common stock subject to the Voting Agreement. Each Reporting Person expressly disclaims beneficial ownership of such shares, and this report shall not be deemed an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

Remarks:

Exhibit List Exhibit 24 - Power of Attorney

	By /s/ Eva M. Kalawski, Vice President and Secretary on behalf of Elecor Intermediate Holding II Corporation	06/06/2016
	By /s/ Eva M. Kalawski, Vice President and Secretary on behalf of Elecor Intermediate Holding Corporation	06/06/2016
	By /s/ Eva M. Kalawski, Vice President and Secretary on behalf of Elecor Holding Corporation	06/06/2016
	By /s/ Eva M. Kalawski, Vice President and Secretary on behalf of Platinum Equity Investment Holdings III, LLC the senior managing member of Platinum Equity Partners III, LLC, the general partner of Platinum Equity Capital Partners III, L.P.	06/06/2016
	By /s/ Eva M. Kalawski, Vice President and Secretary on behalf of Platinum Equity Investment Holdings III, LLC, the senior managing member of Platinum Equity Partners III, LLC	06/06/2016
	By /s/ Eva M. Kalawski, Vice President and Secretary on behalf of Platinum Equity Investment Holdings III, LLC	06/06/2016
	By /s/ Eva M. Kalawski, Executive Vice President, General Counsel and Secretary on behalf of Platinum Equity, LLC	06/06/2016
	By /s/ Mary Ann Sigler, Attorney-in-Fact for Tom Gores	06/06/2016
	** Signature of Reporting Person	Date
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