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Filing Details

Accession Number:: 0000899243-21-009383
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2021-03-03 16:20:20
Reporting Period:: 2021-03-01

Accepted Time:: 2021-03-03 16:20:20
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1674101	Vertiv Holdings Co	VRT	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1471783	Tom Gores	C/O Platinum Equity Advisors, Llc 360 North Crescent Drive, South Building Beverly Hills CA 90210		Yes	No	Yes	No
1801998	Vpe Holdings, Llc	C/O Platinum Equity Advisors, Llc 360 North Crescent Drive, South Building Beverly Hills CA 90210		Yes	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock, Par Value $0.0001	Disposition	2021-03-01	17,381,740	$20.15	59,880,215	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Direct

Footnotes

VPE Holdings, LLC ("VPE"), a Delaware limited liability company, directly owns 59,880,215 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.
(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.
(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.
(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.
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.
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.