Initial Statement of Beneficial Ownership (3)
12 Februar 2020 - 12:13AM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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
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1. Name and Address of Reporting Person
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VPE Holdings, LLC |
2. Date of Event Requiring Statement (MM/DD/YYYY)
2/7/2020
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3. Issuer Name and Ticker or Trading Symbol
Vertiv Holdings Co [VRT]
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(Last)
(First)
(Middle)
C/O PLATINUM EQUITY ADVISORS, LLC, 360 NORTH CRESCENT DRIVE, SOUTH BUILDING |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
__X__ Director ___X___ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Street)
BEVERLY HILLS, CA 90210
(City)
(State)
(Zip)
| 5. 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
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Class A common stock, par value $0.0001 | 118261955 | D (1)(2)(3)(4) | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 4) | 2. Date Exercisable and Expiration Date (MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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 118,261,955 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 owned directly by VPE. 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. |
(2) | (Continued from Footnote 1) Through such positions, Holdings III has the indirect power to direct the voting of a majority of the outstanding equity interests of PE Vertiv. Platinum Equity Investment Holdings Manager III, LLC ("Holdings Manager") is the managing member of Holdings III. Platinum Equity, LLC ("Platinum") is sole member of Holdings Manager and indirectly controls Platinum Equity Capital Partners IV, L.P. ("Capital IV"), which is the other private equity investment fund that owns equity interests of PE Vertiv. Mr. Tom Gores (together with VPE, JV, PE Vertiv, Holdings III and Holdings Manager, the "Reporting Persons") is the beneficial owner of Platinum and the manager of the general partner of the general partner of Capital IV. Accordingly, as a result of their indirect ownership and control of each of VPE, JV and PE Vertiv, each of Holdings III, Holdings Manager, Platinum and Mr. Tom Gores may be deemed to beneficially own the shares owned directly by VPE. |
(3) | 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. |
(4) | 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: Exhibit 24.1 Power of Attorney Exhibit 99.1 Joint Filer Information |
Reporting Owners
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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 |
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Vertiv JV Holdings, LLC C/O PLATINUM EQUITY ADVISORS, LLC 360 NORTH CRESCENT DRIVE, SOUTH BUILDING BEVERLY HILLS, CA 90210 | X | X |
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PE Vertiv Holdings, LLC C/O PLATINUM EQUITY ADVISORS, LLC 360 NORTH CRESCENT DRIVE, SOUTH BUILDING BEVERLY HILLS, CA 90210 | X | X |
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Platinum Equity Investment Holdings III, LLC C/O PLATINUM EQUITY ADVISORS, LLC 360 NORTH CRESCENT DRIVE, SOUTH BUILDING BEVERLY HILLS, CA 90210 | X | X |
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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 |
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PLATINUM EQUITY LLC C/O PLATINUM EQUITY ADVISORS, LLC 360 NORTH CRESCENT DRIVE, SOUTH BUILDING BEVERLY HILLS, CA 90210 | X | X |
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Gores Tom C/O PLATINUM EQUITY ADVISORS, LLC 360 NORTH CRESCENT DRIVE, SOUTH BUILDING BEVERLY HILLS, CA 90210 | X | X |
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Signatures
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/s/ Mary Ann Sigler, Attorney-in-Fact for VPE Holdings, LLC | | 2/10/2020 |
**Signature of Reporting Person | Date |
/s/ Mary Ann Sigler, Attorney-in-Fact for Vertiv JV Holdings, LLC | | 2/10/2020 |
**Signature of Reporting Person | Date |
/s/ Mary Ann Sigler, Attorney-in-Fact for PE Vertiv Holdings, LLC | | 2/10/2020 |
**Signature of Reporting Person | Date |
/s/ Mary Ann Sigler, Attorney-in-Fact for Platinum Equity Investment Holdings III, LLC | | 2/10/2020 |
**Signature of Reporting Person | Date |
/s/ Mary Ann Sigler, Attorney-in-Fact for Platinum Equity Investment Holdings Manager III, LLC | | 2/10/2020 |
**Signature of Reporting Person | Date |
/s/ Mary Ann Sigler, Attorney-in-Fact for Platinum Equity, LLC | | 2/10/2020 |
**Signature of Reporting Person | Date |
/s/ Mary Ann Sigler, Attorney-in-Fact for Tom Gores | | 2/10/2020 |
**Signature of Reporting Person | Date |
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