Filing Details

Accession Number:
0000899243-20-022947
Form Type:
4
Zero Holdings:
No
Publication Time:
2020-08-19 18:17:35
Reporting Period:
2020-08-17
Accepted Time:
2020-08-19 18:17:35
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1674101 Vertiv Holdings Co VRT () 4
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1471783 Tom Gores C/o Platinum Equity Advisors, Llc
360 North Crescent Drive, South Building
Beverly Hills CA 90210
Yes No Yes No
1801998 Vpe Holdings, Llc C/o Platinum Equity Advisors, Llc
360 North Crescent Drive, South Building
Beverly Hills CA 90210
Yes No Yes No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Class A Common Stock, Par Value $0.0001 Disposition 2020-08-17 23,000,000 $15.25 95,261,955 No 4 S Direct
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 S Direct
Footnotes
  1. VPE Holdings, LLC ("VPE"), a Delaware limited liability company, directly owns 95,261,955 shares of Class A common stock, par value $0.0001 per share (the "Shares"), of Vertiv Holdings Co (the "Issuer"). 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 beneficially owned by VPE. PE Vertiv is directly owned by six private equity investment funds, none of which private equity investment funds individually has the power to direct the voting or disposition of shares beneficially owned.
  2. (continued from footnote 1) Platinum Equity Investment Holdings III, LLC ("Holdings III") is the managing member of one of such funds and the managing member of the general partner of four of such funds. 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 Manager III, 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 and Holdings III. Platinum also indirectly controls the other funds that own equity interests of PE Vertiv.
  3. (continued from footnote 2) 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, 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.
  4. 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.
  5. Pursuant to Rule 16a-1(a)(4) under 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.