Explanatory Note
This Amendment No. 1 (Amendment No. 1) amends the Schedule 13D originally filed on February 21, 2020 (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.
Item 4.
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Purpose of Transaction
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Item 4 is hereby supplemented as follows:
On August 17,
2020, VPE sold 23,000,000 shares of Class A Common Stock in an underwritten offering, including 3,000,000 shares sold as a result of the underwriters exercise of their option to purchase addition shares, at a price of $15.25 per share,
less an underwriting discount of $0.4575 per share.
Item 5.
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Interest in Securities of the Issuer
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Items 5(a)-(c) are hereby amended and supplemented as follows:
(a)-(b)
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 328,411,705 shares of Class A Common Stock outstanding as of August 3, 2020, as reported in the Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, filed by the Issuer
with the SEC on August 5, 2020.