0000899243-21-009383.txt : 20210303
0000899243-21-009383.hdr.sgml : 20210303
20210303162020
ACCESSION NUMBER: 0000899243-21-009383
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210301
FILED AS OF DATE: 20210303
DATE AS OF CHANGE: 20210303
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: 21709225
MAIL ADDRESS:
STREET 1: C/O PLATINUM EQUITY
STREET 2: 360 NORTH CRESCENT DRIVE, SOUTH BUILDING
CITY: BEVERLY HILLS
STATE: CA
ZIP: 90210
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: 21709226
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
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: 1050 DEARBORN DRIVE
CITY: COLUMBUS
STATE: OH
ZIP: 43085
BUSINESS PHONE: (614) 888-0246
MAIL ADDRESS:
STREET 1: 1050 DEARBORN DRIVE
CITY: COLUMBUS
STATE: OH
ZIP: 43085
FORMER COMPANY:
FORMER CONFORMED NAME: GS Acquisition Holdings Corp
DATE OF NAME CHANGE: 20160510
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2021-03-01
0
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
0001471783
Gores Tom
C/O PLATINUM EQUITY ADVISORS, LLC
360 NORTH CRESCENT DRIVE, SOUTH BUILDING
BEVERLY HILLS
CA
90210
1
0
1
0
Class A common stock, par value $0.0001
2021-03-01
4
S
0
17381740
20.1451
D
59880215
D
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.
VPE, which is indirectly controlled by Tom Gores as described in footnotes 1-6, 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, respectively, a Partner and Managing Director of Platinum Equity Advisors, LLC, the advisory entity of the Funds. 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.
Form 2 of 2
/s/ Mary Ann Sigler, Attorney-in-Fact for Tom Gores
2021-03-03