SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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* GS DC Sponsor I LLC (Last) (First) (Middle) C/O GS ACQUISITION HOLDINGS CORP 200 WEST STREET (Street) NEW YORK NY 10282 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 06/07/2018	3. Issuer Name and Ticker or Trading Symbol GS Acquisition Holdings Corp [ GSAH ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year) 06/07/2018
			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 Beneficially Owned
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)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: 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
Class B common stock	(1)	(1)	Class A common stock	17,145,000	(1)	D(1)(2)(3)

1. Name and Address of Reporting Person* GS DC Sponsor I LLC (Last) (First) (Middle) C/O GS ACQUISITION HOLDINGS CORP 200 WEST STREET (Street) NEW YORK NY 10282 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GS Sponsor LLC (Last) (First) (Middle) C/O GS ACQUISITION HOLDINGS CORP 200 WEST STREET (Street) NEW YORK NY 10282 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GSAM Holdings LLC (Last) (First) (Middle) C/O GS ACQUISITION HOLDINGS 200 WEST STREET (Street) NEW YORK NY 10282 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Cote SPAC 1 LLC (Last) (First) (Middle) C/O GS ACQUISITION HOLDINGS CORP 200 WEST STREET (Street) NEW YORK NY 10282 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* COTE DAVID M (Last) (First) (Middle) C/O GS ACQUISITION HOLDINGS CORP 200 WEST STREET (Street) NEW YORK NY 10282 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner X Officer (give title below) Other (specify below) CEO, President and Secretary

Explanation of Responses:

1. GS DC Sponsor I LLC (the "Sponsor") directly owns 17,145,000 shares of Class B common stock, par value $0.0001 per share ("Class B Common Stock"), of GS Acquisition Holdings Corp (the "Issuer"), including 2,250,000 shares that are subject to forfeiture if the underwriters of the Issuer's initial public offering do not exercise in full their option to purchase additional units. Shares of Class B Common Stock will automatically convert into shares of Class A common stock, par value $0.0001 per share, of the Issuer at the time of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to certain adjustment, and have no expiration date, as described under the heading "Description of Securities-Founder Shares" in the Issuer's Registration Statement on Form S-1 (File No. 333-225035).

2. The Sponsor is controlled by Cote SPAC 1 LLC ("Cote LLC") and GS Sponsor LLC. Cote LLC is controlled by Mr. David M. Cote. GS Sponsor LLC is a wholly owned subsidiary of GSAM Holdings LLC, which is a wholly owned subsidiary of The Goldman Sachs Group, Inc. Each of the Reporting Persons may be deemed a beneficial owner of shares held by the Sponsor but each (other than the Sponsor) disclaims beneficial ownership of any such shares except to the extent of its respective pecuniary interest therein. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended, each of the Reporting Persons (other than the Sponsor) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of any or all of the reported securities for purposes of Section 16 or for any other purpose.

3. This filing amends the Form 3, which was originally filed with the Securities and Exchange Commission on June 07, 2018. This filing solely amends the number of Class B Common Stock of the Issuer beneficially owned by the Reporting Persons from 14,895,000 to 17,145,000.

Remarks:

	GS DC SPONSOR I LLC, By: Goldman Sachs Asset Management, L.P., as attorney-in-fact for GS DC SPONSOR I LLC, By: /s/ Judith Shandling, Compliance Officer	06/12/2018
	GS SPONSOR LLC, By: Goldman Sachs Asset Management, L.P., as attorney-in-fact for GS SPONSOR LLC, By: /s/ Judith Shandling, Compliance Officer	06/12/2018
	GSAM HOLDINGS LLC, By: /s/ Judith Shandling, Compliance Officer	06/12/2018
	COTE SPAC 1 LLC, By: Goldman Sachs Asset Management, L.P., as attorney-in-fact for COTE SPAC 1 LLC, By: /s/ Judith Shandling, Compliance Officer	06/12/2018
	DAVID M. COTE, By: Goldman Sachs Asset Management, L.P., as attorney-in-fact for DAVID M. COTE, By: /s/ Judith Shandling, Compliance Officer	06/12/2018
	** Signature of Reporting Person	Date
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