0000899243-20-004113.txt : 20200211 0000899243-20-004113.hdr.sgml : 20200211 20200211183518 ACCESSION NUMBER: 0000899243-20-004113 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200207 FILED AS OF DATE: 20200211 DATE AS OF CHANGE: 20200211 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VPE Holdings, LLC CENTRAL INDEX KEY: 0001801998 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38518 FILM NUMBER: 20598615 BUSINESS ADDRESS: STREET 1: 360 NORTH CRESCENT DRIVE STREET 2: SOUTH BUILDING CITY: BEVERLY HILLS STATE: CA ZIP: 90210 BUSINESS PHONE: 310-712-1850 MAIL ADDRESS: STREET 1: 360 NORTH CRESCENT DRIVE STREET 2: SOUTH BUILDING CITY: BEVERLY HILLS STATE: CA ZIP: 90210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Vertiv JV Holdings, LLC CENTRAL INDEX KEY: 0001801997 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38518 FILM NUMBER: 20598616 BUSINESS ADDRESS: STREET 1: 360 NORTH CRESCENT DRIVE STREET 2: SOUTH BUILDING CITY: BEVERLY HILLS STATE: CA ZIP: 90210 BUSINESS PHONE: 310-712-1850 MAIL ADDRESS: STREET 1: 360 NORTH CRESCENT DRIVE STREET 2: SOUTH BUILDING CITY: BEVERLY HILLS STATE: CA ZIP: 90210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PE Vertiv Holdings, LLC CENTRAL INDEX KEY: 0001801996 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38518 FILM NUMBER: 20598617 BUSINESS ADDRESS: STREET 1: 360 NORTH CRESCENT DRIVE STREET 2: SOUTH BUILDING CITY: BEVERLY HILLS STATE: CA ZIP: 90210 BUSINESS PHONE: 310-712-1850 MAIL ADDRESS: STREET 1: 360 NORTH CRESCENT DRIVE STREET 2: SOUTH BUILDING CITY: BEVERLY HILLS STATE: CA ZIP: 90210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Platinum Equity Investment Holdings III, LLC CENTRAL INDEX KEY: 0001676357 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38518 FILM NUMBER: 20598618 BUSINESS ADDRESS: STREET 1: C/O PLATINUM EQUITY ADVISORS, LLC STREET 2: 360 NORTH CRESCENT DRIVE, SOUTH BUILDING CITY: BEVERLY HILLS STATE: CA ZIP: 90210 BUSINESS PHONE: (310) 228-9602 MAIL ADDRESS: STREET 1: C/O PLATINUM EQUITY ADVISORS, LLC STREET 2: 360 NORTH CRESCENT DRIVE, SOUTH BUILDING CITY: BEVERLY HILLS STATE: CA ZIP: 90210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Platinum Equity Investment Holdings III Manager, LLC CENTRAL INDEX KEY: 0001757175 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38518 FILM NUMBER: 20598619 BUSINESS ADDRESS: STREET 1: 360 NORTH CRESCENT DRIVE, SOUTH BUILDING CITY: BEVERLY HILLS STATE: CA ZIP: 90210 BUSINESS PHONE: 3102289712 MAIL ADDRESS: STREET 1: 360 NORTH CRESCENT DRIVE, SOUTH BUILDING CITY: BEVERLY HILLS STATE: CA ZIP: 90210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PLATINUM EQUITY LLC CENTRAL INDEX KEY: 0001228754 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38518 FILM NUMBER: 20598620 BUSINESS ADDRESS: STREET 1: 360 NORTH CRESCENT DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90210 BUSINESS PHONE: 3107121195 MAIL ADDRESS: STREET 1: 360 NORTH CRESCENT DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Gores Tom CENTRAL INDEX KEY: 0001471783 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38518 FILM NUMBER: 20598621 MAIL ADDRESS: STREET 1: C/O PLATINUM EQUITY STREET 2: 360 NORTH CRESCENT DRIVE, SOUTH BUILDING CITY: BEVERLY HILLS STATE: CA ZIP: 90210 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Vertiv Holdings Co CENTRAL INDEX KEY: 0001674101 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679] IRS NUMBER: 812376902 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 BUSINESS PHONE: 212-902-1000 MAIL ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 FORMER COMPANY: FORMER CONFORMED NAME: GS Acquisition Holdings Corp DATE OF NAME CHANGE: 20160510 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2020-02-07 1 0001674101 Vertiv Holdings Co VRT 0001801998 VPE Holdings, LLC C/O PLATINUM EQUITY ADVISORS, LLC 360 NORTH CRESCENT DRIVE, SOUTH BUILDING BEVERLY HILLS CA 90210 1 0 1 0 0001801997 Vertiv JV Holdings, LLC C/O PLATINUM EQUITY ADVISORS, LLC 360 NORTH CRESCENT DRIVE, SOUTH BUILDING BEVERLY HILLS CA 90210 1 0 1 0 0001801996 PE Vertiv Holdings, LLC C/O PLATINUM EQUITY ADVISORS, LLC 360 NORTH CRESCENT DRIVE, SOUTH BUILDING BEVERLY HILLS CA 90210 1 0 1 0 0001676357 Platinum Equity Investment Holdings III, LLC C/O PLATINUM EQUITY ADVISORS, LLC 360 NORTH CRESCENT DRIVE, SOUTH BUILDING BEVERLY HILLS CA 90210 1 0 1 0 0001757175 Platinum Equity Investment Holdings III Manager, LLC C/O PLATINUM EQUITY ADVISORS, LLC 360 NORTH CRESCENT DRIVE, SOUTH BUILDING BEVERLY HILLS CA 90210 1 0 1 0 0001228754 PLATINUM EQUITY LLC C/O PLATINUM EQUITY ADVISORS, LLC 360 NORTH CRESCENT DRIVE, SOUTH BUILDING BEVERLY HILLS CA 90210 1 0 1 0 0001471783 Gores Tom C/O PLATINUM EQUITY ADVISORS, LLC 360 NORTH CRESCENT DRIVE, SOUTH BUILDING BEVERLY HILLS CA 90210 1 0 1 0 Stock Options 12.05 2020-02-07 4 A 0 77294 0.00 A 2030-02-06 Class A Common Stock 77294 77294 I See Footnotes Consists of options to purchase shares of Class A common stock of Vertiv Holdings Co (the "Issuer"), subject to vesting in equal or nearly equal installments on February 7 of each of 2021, 2022, 2023 and 2024, granted to Jacob Kotzubei and Matthew Louie, assuming continued board service through the applicable vesting date. Options to purchase 38,647 shares of Class A common stock of the Issuer were granted to each of Messrs. Kotzubei and Louie. Pursuant to a contractual agreement between Messrs. Kotzubei and Louie, on the one hand, and VPE Holdings, LLC ("VPE"), on the other hand, the shares of Class A common stock of the Issuer issuable to Messrs. Kotzubei and Louie upon exercise of such stock options will be immediately transferred to VPE in a transaction exempt from Section 16 pursuant to Rule 16a-13 thereunder. 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 of Class A common stock beneficially owned 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. 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 3) 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. 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. VPE, which is indirectly controlled by Tom Gores as described in footnotes 3-5, 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 a Partner of Platinum Equity. 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. /s/ Mary Ann Sigler, Attorney-in-Fact for VPE Holdings, LLC 2020-02-10 /s/ Mary Ann Sigler, Attorney-in-Fact for Vertiv JV Holdings, LLC 2020-02-10 /s/ Mary Ann Sigler, Attorney-in-Fact for PE Vertiv Holdings, LLC 2020-02-10 /s/ Mary Ann Sigler, Attorney-in-Fact for Platinum Equity Investment Holdings III, LLC 2020-02-10 /s/ Mary Ann Sigler, Attorney-in-Fact for Platinum Equity Investment Holdings Manager III, LLC 2020-02-10 /s/ Mary Ann Sigler, Attorney-in-Fact for Platinum Equity, LLC 2020-02-10 /s/ Mary Ann Sigler, Attorney-in-Fact for Tom Gores 2020-02-10