Sec Form 4 Filing - GSAM Holdings LLC @ GS Acquisition Holdings Corp - 2018-06-08-04:00

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person GSAM Holdings LLC 2. Issuer Name and Ticker or Trading Symbol GS Acquisition Holdings Corp [ GSAH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O GS ACQUISITION HOLDINGS CORP, 200 WEST STREET 3. Date of Earliest Transaction (MM/DD/YY) 06/08-04:00/2018 (Street) NEW YORK, NY10282 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A common stock 06/08-04:00/2018 P 9,500 A $ 10.1504 ( 3 ) 9,500 I See footnotes ( 1 ) ( 2 ) Class A common stock 06/08-04:00/2018 S 29,500 D $ 10.2196 ( 4 ) 0 I See footnotes ( 1 ) ( 2 ) Class A common stock 06/12-04:00/2018 P 20,000 A $ 10.2 ( 5 ) 0 I See footnotes ( 1 ) ( 2 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GSAM Holdings LLC C/O GS ACQUISITION HOLDINGS CORP 200 WEST STREET NEW YORK, NY10282 X Signatures GSAM HOLDINGS LLC, By: /s/ Judith Shandling, Compliance Officer 06/12-04:00/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This statement is being filed by GSAM Holdings LLC (the "Reporting Person"). The Reporting Person is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. ("GS Group"). The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any. ( 2 )The shares reported herein are included as part of units purchased and sold and beneficially owned directly by Goldman Sachs & Co. LLC. ("Goldman Sachs") and indirectly by GS Group. Goldman Sachs is a subsidiary of GS Group. Each such unit consists of one share of Class A common stock, par value $0.001 per share (the "Class A Common Stock") and one-third of one redeemable warrant. The warrants will become exercisable, if at all, on the later of 30 days after the completion of the Company's initial business combination and 12 months from the closing of the Company's initial public offering. Without admitting any legal obligation, Goldman Sachs or an affiliate of GS Group will remit appropriate profits to the Company. ( 3 )Reflects a weighted average purchase price of $10.1504 per share, at prices ranging from $10.15 to $10.19 per share. The Reporting Person will provide, upon request by the staff of the Securities and Exchange Commission, the Company, or a security holder of the Company, full information regarding the number of shares purchased at each separate price. ( 4 )Reflects a weighted average purchase price of $10.2196 per share, at prices ranging from $10.13 to $10.25 per share. The Reporting Person will provide, upon request by the staff of the Securities and Exchange Commission, the Company, or a security holder of the Company, full information regarding the number of shares purchased at each separate price. ( 5 )Reflects a weighted average purchase price of $10.2000 per share, at prices ranging from $10.15 to $10.20 per share. The Reporting Person will provide, upon request by the staff of the Securities and Exchange Commission, the Company, or a security holder of the Company, full information regarding the number of shares purchased at each separate price.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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