Filing Details

The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

NAME OF REPORTING PERSONS

VPE Holdings, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐ (1)        (b)  ☒

SEC USE ONLY

SOURCE OF FUNDS

00

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

☐

CITIZENSHIP OR PLACE OF ORGANIZATION

DELAWARE

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0 (see Item 5)

SHARED VOTING POWER

118,261,955 (1) (see Item 5)

SOLE DISPOSITIVE POWER

0 (see Item 5)

SHARED DISPOSITIVE POWER

118,261,955 (1) (see Item 5)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

118,261,955 (1) (see Item 5)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☒

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

36.0%

TYPE OF REPORTING PERSON

OO (Delaware limited liability company)

Represents (a) 118,261,955 shares of 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) owned directly by VPE Holdings, LLC (VPE). Excludes an aggregate of 27,678,333 shares of Class A Common Stock owned by GS Sponsor LLC (GS Sponsor) and Cote SPAC 1 LLC (Cote Investor and, together with GS Sponsor, the Other Stockholders Agreement Parties). VPE, GS Sponsor, Cote Investor and the Issuer are parties to that certain Stockholders Agreement, dated as of February 7, 2020 (the Stockholders Agreement), pursuant to which the parties have agreed to certain matters relating to the composition of the Issuers board of directors and transfer restrictions on the shares of Class A Common Stock owned by VPE. VPE hereby expressly disclaims the existence of, and membership, in a group (within the meaning of Section 13(d)(3) of the Act and Rule 13d-5(b) thereunder) and disclaims beneficial ownership of the shares held by the Other Stockholders Agreement Parties. Also excludes options to purchase an aggregate of 77,294 shares of Class A Common Stock awarded by the Issuer to members of its board of directors designated by VPE pursuant to the Stockholders Agreement who are employees of affiliates of VPE and hold such securities for the benefit of VPE. Such options are not currently exercisable within 60 days.

NAME OF REPORTING PERSONS

Vertiv JV Holdings, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐ (1)        (b)  ☒

SEC USE ONLY

SOURCE OF FUNDS

00

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

☐

CITIZENSHIP OR PLACE OF ORGANIZATION

DELAWARE

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0 (see Item 5)

SHARED VOTING POWER

118,261,955 (1) (see Item 5)

SOLE DISPOSITIVE POWER

0 (see Item 5)

SHARED DISPOSITIVE POWER

118,261,955 (1) (see Item 5)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

118,261,955 (1) (see Item 5)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☒

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

36.0%

TYPE OF REPORTING PERSON

OO (Delaware limited liability company)

Represents 118,261,955 shares of Class A Common Stock owned directly by VPE. Vertiv JV Holdings, LLC (JV) owns a majority of the outstanding equity interests of VPE and, accordingly, may be deemed to have beneficial ownership of the shares of Class A Common Stock owned directly by VPE. Excludes an aggregate of 27,678,333 shares of Class A Common Stock owned by the Other Stockholders Agreement Parties. VPE, GS Sponsor, Cote Investor and the Issuer are parties to the Stockholders Agreement, pursuant to which the parties have agreed to certain matters relating to the composition of the Issuers board of directors and transfer restrictions on the shares of Class A Common Stock owned by VPE. JV hereby expressly disclaims the existence of, and membership, in a group (within the meaning of Section 13(d)(3) of the Act and Rule 13d-5(b) thereunder) and disclaims beneficial ownership of the shares held by the Other Stockholders Agreement Parties. Also excludes options to purchase an aggregate of 77,294 shares of Class A Common Stock awarded by the Issuer to members of its board of directors designated by VPE pursuant to the Stockholders Agreement who are employees of affiliates of VPE and hold such securities for the benefit of VPE. Such options are not currently exercisable within 60 days.

NAME OF REPORTING PERSONS

PE Vertiv Holdings, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐ (1)        (b)  ☒

SEC USE ONLY

SOURCE OF FUNDS

00

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

☐

CITIZENSHIP OR PLACE OF ORGANIZATION

DELAWARE

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0 (see Item 5)

SHARED VOTING POWER

118,261,955 (1) (see Item 5)

SOLE DISPOSITIVE POWER

0 (see Item 5)

SHARED DISPOSITIVE POWER

118,261,955 (1) (see Item 5)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

118,261,955 (1) (see Item 5)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☒

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

36.0%

TYPE OF REPORTING PERSON

OO (Delaware limited liability company)

Represents 118,261,955 shares of Class A Common Stock owned directly by VPE. PE Vertiv Holdings, LLC (PE Vertiv) owns a majority of the outstanding equity interests of JV, which, in turn, owns a majority of the outstanding equity interests of VPE, and, accordingly, may be deemed to have beneficial ownership of the shares of Class A Common Stock owned directly by VPE. Excludes an aggregate of 27,678,333 shares of Class A Common Stock owned by the Other Stockholders Agreement Parties. VPE, GS Sponsor, Cote Investor and the Issuer are parties to the Stockholders Agreement, pursuant to which the parties have agreed to certain matters relating to the composition of the Issuers board of directors and transfer restrictions on the shares of Class A Common Stock owned by VPE. PE Vertiv hereby expressly disclaims the existence of, and membership, in a group (within the meaning of Section 13(d)(3) of the Act and Rule 13d-5(b) thereunder) and disclaims beneficial ownership of the shares held by the Other Stockholders Agreement Parties. Also excludes options to purchase an aggregate of 77,294 shares of Class A Common Stock awarded by the Issuer to members of its board of directors designated by VPE pursuant to the Stockholders Agreement who are employees of affiliates of VPE and hold such securities for the benefit of VPE. Such options are not currently exercisable within 60 days.

NAME OF REPORTING PERSONS

Platinum Equity Investment Holdings III, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐ (1)        (b)  ☒

SEC USE ONLY

SOURCE OF FUNDS

00

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

☐

CITIZENSHIP OR PLACE OF ORGANIZATION

DELAWARE

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0 (see Item 5)

SHARED VOTING POWER

118,261,955 (1) (see Item 5)

SOLE DISPOSITIVE POWER

0 (see Item 5)

SHARED DISPOSITIVE POWER

118,261,955 (1) (see Item 5)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

118,261,955 (1) (see Item 5)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☒

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

36.0%

TYPE OF REPORTING PERSON

OO (Delaware limited liability company)

Represents 118,261,955 shares of Class A Common Stock owned directly by VPE. JV owns a majority of the outstanding equity interests of VPE, and PE Vertiv owns a majority of the outstanding equity interests of JV. PE Vertiv is directly owned by six private equity investment funds, none of which private equity investment funds individually has the power to direct the voting or disposition of shares beneficially owned. Platinum Equity Investment Holdings III, LLC (Holdings III) is the managing member of one of such funds and the managing member of the general partner of four of such 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, and, accordingly, may be deemed to have beneficial ownership of the shares of Class A Common Stock owned directly by VPE. Excludes an aggregate of 27,678,333 shares of Class A Common Stock owned by the Other Stockholders Agreement Parties. VPE, GS Sponsor, Cote Investor and the Issuer are parties to the Stockholders Agreement, pursuant to which the parties have agreed to certain matters relating to the composition of the Issuers board of directors and transfer restrictions on the shares of Class A Common Stock owned by VPE. Holdings III hereby expressly disclaims the existence of, and membership, in a group (within the meaning of Section 13(d)(3) of the Act and Rule 13d-5(b) thereunder) and disclaims beneficial ownership of the shares held by the Other Stockholders Agreement Parties. Also excludes options to purchase an aggregate of 77,294 shares of Class A Common Stock awarded by the Issuer to members of its board of directors designated by VPE pursuant to the Stockholders Agreement who are employees of affiliates of VPE and hold such securities for the benefit of VPE. Such options are not currently exercisable within 60 days.

NAME OF REPORTING PERSONS

Platinum Equity InvestCo, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐ (1)        (b)  ☒

SEC USE ONLY

SOURCE OF FUNDS

00

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

☐

CITIZENSHIP OR PLACE OF ORGANIZATION

CAYMAN ISLANDS

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0 (see Item 5)

SHARED VOTING POWER

118,261,955 (1) (see Item 5)

SOLE DISPOSITIVE POWER

0 (see Item 5)

SHARED DISPOSITIVE POWER

118,261,955 (1) (see Item 5)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

118,261,955 (1) (see Item 5)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☒

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

36.0%

TYPE OF REPORTING PERSON

PN

Represents 118,261,955 shares of Class A Common Stock owned directly by VPE. JV owns a majority of the outstanding equity interests of VPE, and PE Vertiv owns a majority of the outstanding equity interests of JV. PE Vertiv is directly owned by six private equity investment funds, none of which private equity investment funds individually has the power to direct the voting or disposition of shares beneficially owned. Holdings III is the managing member of one of such funds and the managing member of the general partner of four of such funds. Platinum Equity InvestCo, L.P. (InvestCo LP) owns all of the economic interests in Holdings III. Accordingly, InvestCo LP may be deemed to have beneficial ownership of the shares of Class A Common Stock owned directly by VPE. Excludes an aggregate of 27,678,333 shares of Class A Common Stock owned by the Other Stockholders Agreement Parties. VPE, GS Sponsor, Cote Investor and the Issuer are parties to the Stockholders Agreement, pursuant to which the parties have agreed to certain matters relating to the composition of the Issuers board of directors and transfer restrictions on the shares of Class A Common Stock owned by VPE. InvestCo LP hereby expressly disclaims the existence of, and membership, in a group (within the meaning of Section 13(d)(3) of the Act and Rule 13d-5(b) thereunder) and disclaims beneficial ownership of the shares held by the Other Stockholders Agreement Parties. Also excludes options to purchase an aggregate of 77,294 shares of Class A Common Stock awarded by the Issuer to members of its board of directors designated by VPE pursuant to the Stockholders Agreement who are employees of affiliates of VPE and hold such securities for the benefit of VPE. Such options are not currently exercisable within 60 days.

NAME OF REPORTING PERSONS

Platinum Equity Investment Holdings IC (Cayman), LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐ (1)        (b)  ☒

SEC USE ONLY

SOURCE OF FUNDS

00

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

☐

CITIZENSHIP OR PLACE OF ORGANIZATION

DELAWARE

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0 (see Item 5)

SHARED VOTING POWER

118,261,955 (1) (see Item 5)

SOLE DISPOSITIVE POWER

0 (see Item 5)

SHARED DISPOSITIVE POWER

118,261,955 (1) (see Item 5)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

118,261,955 (1) (see Item 5)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☒

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

36.0%

TYPE OF REPORTING PERSON

OO (Delaware limited liability company)

Represents 118,261,955 shares of Class A Common Stock owned directly by VPE. JV owns a majority of the outstanding equity interests of VPE, and PE Vertiv owns a majority of the outstanding equity interests of JV. PE Vertiv is directly owned by six private equity investment funds, none of which private equity investment funds individually has the power to direct the voting or disposition of shares beneficially owned. Holdings III is the managing member of one of such funds and the managing member of the general partner of four of such funds. InvestCo LP owns all of the economic interests in Holdings III. Platinum Equity Investment Holdings IC (Cayman), LLC (Cayman Holdings) is the general partner of InvestCo LP. Accordingly, Cayman Holdings may be deemed to have beneficial ownership of the shares of Class A Common Stock owned directly by VPE. Excludes an aggregate of 27,678,333 shares of Class A Common Stock owned by the Other Stockholders Agreement Parties. VPE, GS Sponsor, Cote Investor and the Issuer are parties to the Stockholders Agreement, pursuant to which the parties have agreed to certain matters relating to the composition of the Issuers board of directors and transfer restrictions on the shares of Class A Common Stock owned by VPE. Cayman Holdings hereby expressly disclaims the existence of, and membership, in a group (within the meaning of Section 13(d)(3) of the Act and Rule 13d-5(b) thereunder) and disclaims beneficial ownership of the shares held by the Other Stockholders Agreement Parties. Also excludes options to purchase an aggregate of 77,294 shares of Class A Common Stock awarded by the Issuer to members of its board of directors designated by VPE pursuant to the Stockholders Agreement who are employees of affiliates of VPE and hold such securities for the benefit of VPE. Such options are not currently exercisable within 60 days.

NAME OF REPORTING PERSONS

Platinum InvestCo (Cayman), LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐ (1)        (b)  ☒

SEC USE ONLY

SOURCE OF FUNDS

00

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

☐

CITIZENSHIP OR PLACE OF ORGANIZATION

CAYMAN ISLANDS

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0 (see Item 5)

SHARED VOTING POWER

118,261,955 (1) (see Item 5)

SOLE DISPOSITIVE POWER

0 (see Item 5)

SHARED DISPOSITIVE POWER

118,261,955 (1) (see Item 5)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

118,261,955 (1) (see Item 5)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☒

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

36.0%

TYPE OF REPORTING PERSON

OO (Cayman limited liability company)

Represents 118,261,955 shares of Class A Common Stock owned directly by VPE. JV owns a majority of the outstanding equity interests of VPE, and PE Vertiv owns a majority of the outstanding equity interests of JV. PE Vertiv is directly owned by six private equity investment funds, none of which private equity investment funds individually has the power to direct the voting or disposition of shares beneficially owned. Holdings III is the managing member of one of such funds and the managing member of the general partner of four of such funds. InvestCo LP owns all of the economic interests in Holdings III. Platinum InvestCo (Cayman), LLC (InvestCo Cayman) holds a controlling interest in InvestCo LP. Accordingly, InvestCo Cayman may be deemed to have beneficial ownership of the shares of Class A Common Stock owned directly by VPE. Excludes an aggregate of 27,678,333 shares of Class A Common Stock owned by the Other Stockholders Agreement Parties. VPE, GS Sponsor, Cote Investor and the Issuer are parties to the Stockholders Agreement, pursuant to which the parties have agreed to certain matters relating to the composition of the Issuers board of directors and transfer restrictions on the shares of Class A Common Stock owned by VPE. InvestCo Cayman hereby expressly disclaims the existence of, and membership, in a group (within the meaning of Section 13(d)(3) of the Act and Rule 13d-5(b) thereunder) and disclaims beneficial ownership of the shares held by the Other Stockholders Agreement Parties. Also excludes options to purchase an aggregate of 77,294 shares of Class A Common Stock awarded by the Issuer to members of its board of directors designated by VPE pursuant to the Stockholders Agreement who are employees of affiliates of VPE and hold such securities for the benefit of VPE. Such options are not currently exercisable within 60 days.

NAME OF REPORTING PERSONS

Platinum Equity Investment Holdings, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐ (1)        (b)  ☒

SEC USE ONLY

SOURCE OF FUNDS

00

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

☐

CITIZENSHIP OR PLACE OF ORGANIZATION

DELAWARE

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0 (see Item 5)

SHARED VOTING POWER

118,261,955 (1) (see Item 5)

SOLE DISPOSITIVE POWER

0 (see Item 5)

SHARED DISPOSITIVE POWER

118,261,955 (1) (see Item 5)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

118,261,955 (1) (see Item 5)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☒

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

36.0%

TYPE OF REPORTING PERSON

OO (Delaware limited liability company)

Represents 118,261,955 shares of Class A Common Stock owned directly by VPE. JV owns a majority of the outstanding equity interests of VPE, and PE Vertiv owns a majority of the outstanding equity interests of JV. PE Vertiv is directly owned by six private equity investment funds, none of which private equity investment funds individually has the power to direct the voting or disposition of shares beneficially owned. Holdings III is the managing member of one of such funds and the managing member of the general partner of four of such funds. InvestCo LP owns all of the economic interests in Holdings III. Cayman Holdings is the general partner of InvestCo LP. Platinum Equity Investment Holdings, LLC (Holdings) is the sole member of Cayman Holdings. Accordingly, Holdings may be deemed to have beneficial ownership of the shares of Class A Common Stock owned directly by VPE. Excludes an aggregate of 27,678,333 shares of Class A Common Stock owned by the Other Stockholders Agreement Parties. VPE, GS Sponsor, Cote Investor and the Issuer are parties to the Stockholders Agreement, pursuant to which the parties have agreed to certain matters relating to the composition of the Issuers board of directors and transfer restrictions on the shares of Class A Common Stock owned by VPE. Holdings hereby expressly disclaims the existence of, and membership, in a group (within the meaning of Section 13(d)(3) of the Act and Rule 13d-5(b) thereunder) and disclaims beneficial ownership of the shares held by the Other Stockholders Agreement Parties. Also excludes options to purchase an aggregate of 77,294 shares of Class A Common Stock awarded by the Issuer to members of its board of directors designated by VPE pursuant to the Stockholders Agreement who are employees of affiliates of VPE and hold such securities for the benefit of VPE. Such options are not currently exercisable within 60 days.

NAME OF REPORTING PERSONS

Platinum Equity Investment Holdings Manager III, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐ (1)        (b)  ☒

SEC USE ONLY

SOURCE OF FUNDS

00

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

☐

CITIZENSHIP OR PLACE OF ORGANIZATION

DELAWARE

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0 (see Item 5)

SHARED VOTING POWER

118,261,955 (1) (see Item 5)

SOLE DISPOSITIVE POWER

0 (see Item 5)

SHARED DISPOSITIVE POWER

118,261,955 (1) (see Item 5)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

118,261,955 (1) (see Item 5)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☒

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

36.0%

TYPE OF REPORTING PERSON

OO (Delaware limited liability company)

Represents 118,261,955 shares of Class A Common Stock owned directly by VPE. JV owns a majority of the outstanding equity interests of VPE, and PE Vertiv owns a majority of the outstanding equity interests of JV. PE Vertiv is directly owned by six private equity investment funds, none of which private equity investment funds individually has the power to direct the voting or disposition of shares beneficially owned. Holdings III is the managing member of one of such funds and the managing member of the general partner of four of such funds. Platinum Equity Investment Holdings Manager III, LLC (Manager III) is the managing member of Holdings III. Through such position, Manager III has the indirect power to direct the voting of a majority of the outstanding equity interests of PE Vertiv, and, accordingly, may be deemed to have beneficial ownership of the shares of Class A Common Stock owned directly by VPE. Excludes an aggregate of 27,678,333 shares of Class A Common Stock owned by the Other Stockholders Agreement Parties. VPE, GS Sponsor, Cote Investor and the Issuer are parties to the Stockholders Agreement, pursuant to which the parties have agreed to certain matters relating to the composition of the Issuers board of directors and transfer restrictions on the shares of Class A Common Stock owned by VPE. Manager III hereby expressly disclaims the existence of, and membership, in a group (within the meaning of Section 13(d)(3) of the Act and Rule 13d-5(b) thereunder) and disclaims beneficial ownership of the shares held by the Other Stockholders Agreement Parties. Also excludes options to purchase an aggregate of 77,294 shares of Class A Common Stock awarded by the Issuer to members of its board of directors designated by VPE pursuant to the Stockholders Agreement who are employees of affiliates of VPE and hold such securities for the benefit of VPE. Such options are not currently exercisable within 60 days.

NAME OF REPORTING PERSONS

Platinum Equity, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐ (1)        (b)  ☒

SEC USE ONLY

SOURCE OF FUNDS

00

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

☐

CITIZENSHIP OR PLACE OF ORGANIZATION

DELAWARE

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0 (see Item 5)

SHARED VOTING POWER

118,261,955 (1) (see Item 5)

SOLE DISPOSITIVE POWER

0 (see Item 5)

SHARED DISPOSITIVE POWER

118,261,955 (1) (see Item 5)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

118,261,955 (1) (see Item 5)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☒

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

36.0%

TYPE OF REPORTING PERSON

OO (Delaware limited liability company)

Represents 118,261,955 shares of Class A Common Stock owned directly by VPE. JV owns a majority of the outstanding equity interests of VPE, and PE Vertiv owns a majority of the outstanding interests of JV. PE Vertiv is directly owned by six private equity investment funds, none of which private equity investment funds individually has the power to direct the voting or disposition of shares beneficially owned. Holdings III is the managing member of one of such funds and the managing member of the general partner of four of such 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. Manager III is the managing member of Holdings III. Platinum Equity, LLC (Platinum) is the sole member of Manager III and Holdings. Platinum also indirectly controls the other funds that own equity interests of PE Vertiv. Accordingly, Platinum may be deemed to beneficially own the shares owned directly by VPE. Excludes an aggregate of 27,678,333 shares of Class A Common Stock owned by the Other Stockholders Agreement Parties. VPE, GS Sponsor, Cote Investor and the Issuer are parties to the Stockholders Agreement, pursuant to which the parties have agreed to certain matters relating to the composition of the Issuers board of directors and transfer restrictions on the shares of Class A Common Stock owned by VPE. Platinum hereby expressly disclaims the existence of, and membership, in a group (within the meaning of Section 13(d)(3) of the Act and Rule 13d-5(b) thereunder) and disclaims beneficial ownership of the shares held by the Other Stockholders Agreement Parties. Also excludes options to purchase an aggregate of 77,294 shares of Class A Common Stock awarded by the Issuer to members of its board of directors designated by VPE pursuant to the Stockholders Agreement who are employees of affiliates of VPE and hold such securities for the benefit of VPE. Such options are not currently exercisable within 60 days.

NAME OF REPORTING PERSONS

Tom Gores

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐ (1)        (b)  ☒

SEC USE ONLY

SOURCE OF FUNDS

00

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

☐

CITIZENSHIP OR PLACE OF ORGANIZATION

UNITED STATES

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0 (see Item 5)

SHARED VOTING POWER

118,261,955 (1) (see Item 5)

SOLE DISPOSITIVE POWER

0 (see Item 5)

SHARED DISPOSITIVE POWER

118,261,955 (1) (see Item 5)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

118,261,955 (1) (see Item 5)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

36.0%

TYPE OF REPORTING PERSON

IN

Represents 118,261,955 shares of Class A Common Stock owned directly by VPE. JV owns a majority of the outstanding equity interests of VPE, and PE Vertiv owns a majority of the outstanding interests of JV. PE Vertiv is directly owned by six private equity investment funds, none of which private equity investment funds individually has the power to direct the voting or disposition of shares beneficially owned. Holdings III is the managing member of one of such funds and the managing member of the general partner of four of such funds. Manager III is the managing member of Holdings III. Platinum is the sole member of Manager III and Holdings. Platinum also indirectly controls the other funds that own equity interests of PE Vertiv. Mr. Tom Gores is the beneficial owner of Platinum. Accordingly, Mr. Gores may be deemed to beneficially own the shares owned directly by VPE. Excludes an aggregate of 27,678,333 shares of Class A Common Stock owned by the Other Stockholders Agreement Parties. VPE, GS Sponsor, Cote Investor and the Issuer are parties to the Stockholders Agreement, pursuant to which the parties have agreed to certain matters relating to the composition of the Issuers board of directors and transfer restrictions on the shares of Class A Common Stock owned by VPE. Mr. Tom Gores hereby expressly disclaims the existence of, and membership, in a group (within the meaning of Section 13(d)(3) of the Act and Rule 13d-5(b) thereunder) and disclaims beneficial ownership of the shares held by the Other Stockholders Agreement Parties. Also excludes options to purchase an aggregate of 77,294 shares of Class A Common Stock awarded by the Issuer to members of its board of directors designated by VPE pursuant to the Stockholders Agreement who are employees of affiliates of VPE and hold such securities for the benefit of VPE. Such options are not currently exercisable within 60 days.

Security and Issuer.

Identity and Background.

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.

Source and Amount of Funds or Other Consideration

Purpose of Transaction

Interest in Securities of the Issuer

Reporting Person

VPE Holdings, LLC

Vertiv JV Holdings, LLC

PE Vertiv Holdings, LLC

Platinum Equity Investment Holdings III, LLC

Platinum Equity InvestCo, L.P.

Platinum Equity Investment Holdings IC (Cayman), LLC

Platinum InvestCo (Cayman), LLC

Platinum Equity Investment Holdings, LLC

Platinum Equity Investment Holdings Manager III, LLC

Platinum Equity, LLC

Tom Gores

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Material to Be Filed as Exhibits.

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