This Amendment No. 3 (“Amendment No. 3”) amends the Schedule 13D
originally filed on February 21, 2020 and amended by Amendment No.
1 thereto on August 21, 2020 and Amendment No. 2 thereto on
November 19, 2020 (as amended, the “Schedule 13D”) jointly by VPE
Holdings, LLC (“VPE”), Vertiv JV Holdings, LLC (“JV”), PE Vertiv
Holdings, LLC (“PE Vertiv”), Platinum Equity Investment Holdings
III, LLC (“Holdings III”), Platinum Equity InvestCo, L.P.
(“InvestCo LP”), Platinum Equity Investment Holdings IC (Cayman),
LLC (“Cayman Holdings”), Platinum InvestCo (Cayman), LLC (“InvestCo
Cayman”), Platinum Equity Investment Holdings, LLC (“Holdings”),
Platinum Equity Investment Holdings Manager III, LLC (“Manager
III”), Platinum Equity, LLC (“Platinum”) and Mr. Tom Gores (each, a
“Reporting Person” and, collectively, the “Reporting Persons”) with
respect to shares of the Class A common stock, par value $0.0001
per share (“Class A Common Stock”) of Vertiv Holdings Co (formerly
known as GS Acquisition Holdings Corp, the “Issuer”). Capitalized
terms used herein but not defined herein shall have the meaning
attributed to them in the Schedule 13D.
Purpose of Transaction
Item 4 is hereby supplemented as follows:
On March 1, 2021, VPE sold 17,381,740 shares of Class A
Common Stock in a transaction exempt from registration pursuant to
Rule 144 under the Securities Act of 1933, as amended, at a price
of $20.1451 per share.
Interest in Securities of the Issuer
Items 5(a)-(c) are hereby amended and supplemented as follows:
The following sets forth, as of the date of this Schedule 13D, the
aggregate number of shares of Class A Common Stock and
percentage of Class A Common Stock beneficially owned by each
of the Reporting Persons, as well as the number of shares of
Class A Common Stock as to which each Reporting Person has the
sole power to vote or to direct the vote, shared power to vote or
to direct the vote, sole power to dispose or to direct the
disposition, or shared power to dispose or to direct the
disposition of, as of the date hereof, based on 351,440,743 shares
of Class A Common Stock outstanding as of February 22,
2021, as reported in the Annual Report on Form 10-K for the year ended
December 31, 2020, filed by the Issuer with the SEC on
March 1, 2021.