Platinum Equity, LLC's Form 4/A amendment
AmendedVertiv Holdings Co (VRT) · filed Nov 9, 2021
- Accession no.
- 0000899243-21-043640
- Filed
- Nov 9, 2021, 4:05 PM ET
- Trade date
- Nov 4, 2021
- Filing delay
- 5 days
- Rule 10b5-1 plan
- Not on the form (before 2023)
- Original filed
- Nov 8, 2021
This filing lists 1 non-derivative transaction. Open-market sales total $544.3M. It was filed 5 days after the trade.
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Platinum Equity, LLCCIK 0001228754 | Director, 10% Owner |
| Gores TomCIK 0001471783 | Director, 10% Owner |
| Platinum Equity Investment Holdings, LLCCIK 0001634372 | Director, 10% Owner |
| Platinum Equity Investment Holdings III, LLCCIK 0001676357 | Director, 10% Owner |
| Platinum Equity Investment Holdings IC (Cayman), LLCCIK 0001756330 | Director, 10% Owner |
| Platinum Equity Investment Holdings III Manager, LLCCIK 0001757175 | Director, 10% Owner |
| Platinum InvestCo (Cayman), LLCCIK 0001766567 | Director, 10% Owner |
| PE Vertiv Holdings, LLCCIK 0001801996 | Director, 10% Owner |
| Vertiv JV Holdings, LLCCIK 0001801997 | Director, 10% Owner |
| VPE Holdings, LLCCIK 0001801998 | Director, 10% Owner |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Nov 4, 2021 | Class A common stock, par value $0.0001 | SSaleDisposed | −21,925,000 | $24.83 | −$544,303,472.5 | 37,955,215 | Direct | Duplicate filing |
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F1
VPE Holdings, LLC ("VPE"), a Delaware limited liability company, directly owns 37,955,215 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.
- F2
(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.
- F3
(Continued From Footnote 2) 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.
- F4
(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.
- F5
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.
- F6
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
NOTE: This Amendment to Form 4 is being filed solely to correct the name of the signatory for certain of the Reporting Persons. No other changes to the information in the Form 4 as originally filed have been made. 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 1 of 2