Explanatory Note
This Amendment No. 4 (Amendment No. 4) amends the Schedule 13D originally filed on February 21, 2020 and amended by Amendment
No. 1 thereto on August 21, 2020, Amendment No. 2 thereto on November 19, 2020 and Amendment No. 3 thereto on March 3, 2021 (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.
Item 4. Purpose of Transaction
Item 4 is hereby supplemented as follows:
On November 4,
2021, VPE sold 21,925,000 shares of Class A Common Stock in an underwritten offering at a price of $24.8257 per share.
Item 5.
Interest in Securities of the Issuer
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 352,591,505 shares of Class A Common Stock outstanding as of October 29, 2021, as reported in the Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, filed by the
Issuer with the SEC on November 1, 2021.