Platinum Equity 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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/29/2024

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A common stock, par value $0.0001	02/29/2024		D		7,955,215	D	$65.9785	0	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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

90210

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

PLATINUM EQUITY, LLC

(Last)

(First)

(Middle)

360 NORTH CRESCENT DRIVE

(Street)

BEVERLY HILLS

90210

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Platinum Equity Investment Holdings, LLC

(Last)

(First)

(Middle)

C/O PLATINUM EQUITY

360 NORTH CRESCENT DRIVE

(Street)

BEVERLY HILLS

90210

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Platinum Equity Investment Holdings IC (Cayman), LLC

(Last)

(First)

(Middle)

C/O PLATINUM EQUITY ADVISORS, LLC

360 NORTH CRESCENT DRIVE, SOUTH BUILDING

(Street)

BEVERLY HILLS

90210

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Platinum Equity InvestCo, L.P.

(Last)

(First)

(Middle)

C/O PLATINUM EQUITY ADVISORS, LLC

360 NORTH CRESCENT DRIVE, SOUTH BUILDING

(Street)

BEVERLY HILLS

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

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

90210

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

PE Vertiv Holdings, LLC

(Last)

(First)

(Middle)

360 NORTH CRESCENT DRIVE

SOUTH BUILDING

(Street)

BEVERLY HILLS

90210

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Vertiv JV Holdings, LLC

(Last)

(First)

(Middle)

360 NORTH CRESCENT DRIVE

SOUTH BUILDING

(Street)

BEVERLY HILLS

90210

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Gores Tom

(Last)

(First)

(Middle)

C/O PLATINUM EQUITY

360 NORTH CRESCENT DRIVE, SOUTH BUILDING

(Street)

BEVERLY HILLS

90210

(City)

(State)

(Zip)

Explanation of Responses:

1. Represents shares owned directly by VPE Holdings, LLC ("VPE").

2. Tom Gores is the manager of Platinum Equity, LLC, which is the sole member of Platinum Equity Investment Holdings, LLC, which is the sole member of Platinum Equity Investment Holdings IC (Cayman), LLC which is the general partner of Platinum Equity InvestCo, L.P., which is the sole member of Platinum Equity Investment Holdings III, LLC, which is the managing member of an entity (the "Coinvest Entity") that is a member of PE Vertiv Holdings, LLC and the senior managing member of Platinum Equity Partners III, LLC, which is the general partner of four entities that, together with the Coinvest Entity, hold a majority of the membership interests of PE Vertiv Holdings, LLC, which owns a majority of the outstanding interests of Vertiv JV Holdings, LLC, which owns a majority of the outstanding interests of VPE.

3. By virtue of these relationships, each of the entities named herein and Mr. Gores may be deemed to share beneficial ownership of the securities held of record by VPE. Each of these individuals and entities disclaims any such beneficial ownership except to the extent of their pecuniary interests therein.

	Platinum Equity, LLC, By: /s/ Mary Ann Sigler, Executive Vice President, Chief Financial Officer and Treasurer	03/01/2024
	Platinum Equity Investment Holdings, LLC, By: /s/ Mary Ann Sigler, Secretary	03/01/2024
	Platinum Equity Investment Holdings IC (Cayman), LLC, By: /s/ Mary Ann Sigler, President	03/01/2024
	Platinum Equity InvestCo, L.P., By: Platinum Equity Investment Holdings IC (Cayman), LLC, its general partner, By: /s/ Mary Ann Sigler, President	03/01/2024
	Platinum Equity Investment Holdings III, LLC, By: /s/ Mary Ann Sigler, Secretary	03/01/2024
	Platinum Equity Partners III, LLC, By: /s/ Mary Ann Sigler, Secretary	03/01/2024
	PE Vertiv Holdings, LLC, By: /s/ Mary Ann Sigler, President	03/01/2024
	Vertiv JV Holdings, LLC, By: Platinum Equity Partners IV, L.P., its manager, By: Platinum Equity Partners IV, LLC, its general partner, By: /s/ Mary Ann Sigler, Secretary	03/01/2024
	VPE Holdings, LLC, By: /s/ Mary Ann Sigler, President	03/01/2024
	Tom Gores, By: /s/ Mary Ann Sigler, Attorney-in-Fact	03/01/2024
	** 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 4 (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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Platinum Equity Form 4Vertiv / Tom Gores ownership change