0000899243-22-009740.txt : 20220307 0000899243-22-009740.hdr.sgml : 20220307 20220307180105 ACCESSION NUMBER: 0000899243-22-009740 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220303 FILED AS OF DATE: 20220307 DATE AS OF CHANGE: 20220307 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: 22719602 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: 22719603 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 2022-03-03 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 0 0 Stock Options 11.50 2022-03-03 4 A 0 77294 0.00 A 2032-03-02 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 March 3 of each of 2023, 2024, 2025 and 2026, 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 (the "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 the Funds and the managing member of the general partner of four of the Funds. (Continued from footnote 3) 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 III Manager, 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. 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, (Continued from footnote 4) 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 2-7, 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 2022-03-07