Form 4 - Statement of changes in beneficial ownership of securities

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Liang Stephen

(Last)

(First)

(Middle)

C/O VERTIV HOLDINGS CO

505 N. CLEVELAND AVE

(Street)

WESTERVILLE

43082

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Technology Officer & EVP

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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	03/01/2024		M		41,250	A	$11.5	112,062.86	D
Class A Common Stock	03/01/2024		M		101,047	A	$20.93	213,109.86	D
Class A Common Stock	03/01/2024		M		144,927	A	$12.05	358,036.86	D
Class A Common Stock	03/01/2024		S		41,250	D	$70.01⁽¹⁾⁽²⁾	316,786.86	D
Class A Common Stock	03/01/2024		S		101,047	D	$70.1⁽³⁾	215,739.86	D
Class A Common Stock	03/01/2024		S		144,927	D	$70.36⁽⁴⁾	70,812.86	D
Class A Common Stock	03/01/2024		S		18,962	D	$70.54⁽⁵⁾	51,850.86	D
Class A Common Stock	03/01/2024		S		10	D	$70.44	51,840.86⁽¹⁾	D
Class A Common Stock								1⁽⁶⁾	I	By Daughter

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)
Stock Options	$11.5	03/01/2024		M			41,250	⁽⁷⁾	03/03/2032	Class A Common Stock	41,250	$0	123,750	D
Stock Options	$20.93	03/01/2024		M			101,047	⁽⁸⁾	02/26/2031	Class A Common Stock	101,047	$0	33,683	D
Stock Options	$12.05	03/01/2024		M			144,927	⁽⁹⁾	02/07/2030	Class A Common Stock	144,927	$0	0	D
Stock Options	$15.84							⁽¹⁰⁾	03/07/2033	Class A Common Stock	114,449		114,449	D

Explanation of Responses:

1. Following the completion of the transactions reported herein, all of which were undertaken for portfolio diversification purposes, the reporting person directly holds an aggregate of 51,840.86 shares of Class A common stock, restricted stock units and dividend-equivalent stock units.

2. Represents the weighted average sale price. The trades were executed in a series of transactions with price ranges of $69.99 to $70.16. The reporting person undertakes to provide to Vertiv Holdings Co, any security holder of Vertiv Holdings Co, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote and in footnotes 3 to 5 inclusive.

3. Represents the weighted average sale price. The trades were executed in a series of transactions with price ranges of $70.06 to $70.23.

4. Represents the weighted average sale price. The trades were executed in a series of transactions with price ranges of $70.18 to $70.63.

5. Represents the weighted average sale price. The trades were executed in a series of transactions with price ranges of $70.53 to $70.63.

6. The reporting person disclaims beneficial ownership of this share, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such share for purposes of Section 16 or for any other purpose.

7. Following the completion of the transactions reported herein, the reporting person holds 123,750 of 165,000 stock options granted to the reporting person on March 3, 2022, which vested as to 25% on each of March 3, 2023 and March 3, 2024, and which will vest as to 25% on each of March 3, 2025 and March 3, 2026.

8. Following the completion of the transactions reported herein, the reporting person holds 33,683 of 134,730 stock options granted to the reporting person on February 26, 2021, which vested as to 33,682 on each of February 26, 2022 and February 26, 2023 and as to 33,683 on February 26, 2024, and which will vest as to 33,683 on February 26, 2025.

9. 144,927 stock options granted to the reporting person on February 7, 2020 vested as to 25% on each of February 7, 2021, February 7, 2022, February 7, 2023 and February 7, 2024.

10. Following the completion of the transactions reported herein, the reporting person holds all 114,449 stock options granted to the reporting person on March 7, 2023, which will vest as to 25% on each of the first four anniversaries of March 15, 2023.

	/s/ Eric Broxterman, as attorney-in-fact	03/05/2024
	** 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).
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