Statement of Changes in Beneficial Ownership (4)
November 08 2021 - 04:20PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5
obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
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OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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Filed pursuant to Section 16(a) of the
Securities Exchange Act of 1934 or Section 30(h) of the Investment
Company Act of 1940
|
|
| 1. Name
and Address of Reporting Person * VPE Holdings, LLC |
2. Issuer Name and Ticker or Trading
Symbol Vertiv Holdings Co [ VRT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)__X__
Director __X__
10% Owner
_____ Officer (give title
below) _____ Other
(specify below)
|
|
(Last)
(First)
(Middle)
C/O PLATINUM EQUITY ADVISORS, LLC, 360 NORTH CRESCENT
DRIVE, SOUTH BUILDING |
3. Date of Earliest Transaction (MM/DD/YYYY)
11/4/2021
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|
(Street)
BEVERLY HILLS, CA 90210
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line) ___
Form filed by One Reporting Person
_ X _ 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. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. 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) |
|
Code |
V |
Amount |
(A) or (D) |
Price |
|
Class A common stock, par value
$0.0001 |
11/4/2021 |
|
S |
|
21925000 |
D |
$24.8257 |
37955215 |
D (1)(2)(3)(4)(5)(6) |
|
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. Trans. 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 |
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 of Derivative Security: Direct
(D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr.
4) |
|
Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Explanation of
Responses: |
| (1) |
VPE Holdings, LLC ("VPE"), a
Delaware limited liability company, directly owns 37,955,215 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 (the "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 the Funds and the managing member of
the general partner of four of the 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. |
| (3) |
(Continued From Footnote 2)
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. Platinum also indirectly controls the
other funds that own equity interests of PE Vertiv. |
| (4) |
(Continued From Footnote 3)
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. |
| (5) |
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. |
| (6) |
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. |
Remarks:
VPE, which is indirectly controlled by Tom Gores as described in
footnotes 1-6, is party to a Stockholders Agreement with the Issuer
which gives VPE the right to nominate up to four directors to the
Issuer's board of directors, subject to certain ownership
thresholds. Jacob Kotzubei and Matthew Louie serve on the Issuer's
board of directors pursuant to this right. Each of Messrs. Kotzubei
and Louie is, respectively, a Partner and Managing Director of
Platinum Equity Advisors, LLC, the advisory entity of the Funds.
Accordingly, Messrs. Kotzubei and Louie may be determined to
represent the interests of the Reporting Persons on the Board of
Directors of the Issuer, and accordingly, the Reporting Persons may
be deemed to be directors for purposes of Section 16 of the
Securities Exchange Act of 1934, as amended. Form 1 of 2 |
Reporting
Owners
|
|
Reporting Owner Name / Address |
Relationships
|
|
Director |
10% Owner |
Officer |
Other |
VPE Holdings, LLC
C/O PLATINUM EQUITY ADVISORS, LLC
360 NORTH CRESCENT DRIVE, SOUTH BUILDING
BEVERLY HILLS, CA 90210 |
X |
X |
|
|
Vertiv JV Holdings, LLC
C/O PLATINUM EQUITY ADVISORS, LLC
360 NORTH CRESCENT DRIVE, SOUTH BUILDING
BEVERLY HILLS, CA 90210 |
X |
X |
|
|
PE Vertiv Holdings, LLC
C/O PLATINUM EQUITY ADVISORS, LLC
360 NORTH CRESCENT DRIVE, SOUTH BUILDING
BEVERLY HILLS, CA 90210 |
X |
X |
|
|
Platinum Equity Investment Holdings III, LLC
C/O PLATINUM EQUITY ADVISORS, LLC
360 NORTH CRESCENT DRIVE, SOUTH BUILDING
BEVERLY HILLS, CA 90210 |
X |
X |
|
|
Platinum Equity Investment Holdings III Manager,
LLC
C/O PLATINUM EQUITY ADVISORS, LLC
360 NORTH CRESCENT DRIVE, SOUTH BUILDING
BEVERLY HILLS, CA 90210 |
X |
X |
|
|
Platinum Equity InvestCo, L.P.
C/O PLATINUM EQUITY ADVISORS, LLC
360 NORTH CRESCENT DRIVE, SOUTH BUILDING
BEVERLY HILLS, CA 90210 |
X |
X |
|
|
Platinum Equity Investment Holdings IC (Cayman),
LLC
C/O PLATINUM EQUITY ADVISORS, LLC
360 NORTH CRESCENT DRIVE, SOUTH BUILDING
BEVERLY HILLS, CA 90210 |
X |
X |
|
|
Platinum InvestCo (Cayman), LLC
C/O PLATINUM EQUITY ADVISORS, LLC
360 NORTH CRESCENT DRIVE, SOUTH BUILDING
BEVERLY HILLS, CA 90210 |
X |
X |
|
|
Platinum Equity Investment Holdings, LLC
C/O PLATINUM EQUITY ADVISORS, LLC
360 NORTH CRESCENT DRIVE, SOUTH BUILDING
BEVERLY HILLS, CA 90210 |
X |
X |
|
|
PLATINUM EQUITY LLC
C/O PLATINUM EQUITY ADVISORS, LLC
360 NORTH CRESCENT DRIVE, SOUTH BUILDING
BEVERLY HILLS, CA 90210 |
X |
X |
|
|
Signatures
|
|
/s/ Mary Ann Sigler, President of VPE Holdings,
LLC |
|
11/8/2021 |
| **Signature of Reporting
Person |
Date |
|
/s/ Mary Ann Sigler, Vice President of the
manager of Vertiv JV Holdings, LLC |
|
11/8/2021 |
| **Signature of Reporting
Person |
Date |
|
/s/ Mary Ann Sigler, President of PE Vertiv
Holdings, LLC |
|
11/8/2021 |
| **Signature of Reporting
Person |
Date |
|
/s/ Mary Ann Sigler, Vice President and Treasurer
of Platinum Equity Investment Holdings III, LLC |
|
11/8/2021 |
| **Signature of Reporting
Person |
Date |
|
/s/ Mary Ann Sigler, President of Platinum Equity
Investment Holdings III Manager, LLC |
|
11/8/2021 |
| **Signature of Reporting
Person |
Date |
|
/s/ Mary Ann Sigler, President of the general
partner of Platinum Equity InvestCo, L.P. |
|
11/8/2021 |
| **Signature of Reporting
Person |
Date |
|
/s/ Mary Ann Sigler, President of Platinum Equity
Investment Holdings IC (Cayman), LLC |
|
11/8/2021 |
| **Signature of Reporting
Person |
Date |
|
/s/ Mary Ann Sigler, President of Platinum
InvestCo (Cayman), LLC |
|
11/8/2021 |
| **Signature of Reporting
Person |
Date |
|
/s/ Mary Ann Sigler, Vice President and Treasurer
of Platinum Equity Investment Holdings, LLC |
|
11/8/2021 |
| **Signature of Reporting
Person |
Date |
|
/s/ Mary Ann Sigler, Executive Vice President and
Chief Financial Officer of Platinum Equity, LLC |
|
11/8/2021 |
| **Signature of Reporting
Person |
Date |
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