Sec Form 4 Filing - VPE Holdings, LLC @ Vertiv Holdings Co - 2023-09-08

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 VPE Holdings, LLC 2. Issuer Name and Ticker or Trading Symbol Vertiv Holdings Co [ VRT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O PLATINUM EQUITY ADVISORS, LLC, 360 NORTH CRESCENT DRIVE, SOUTH BUILDING 3. Date of Earliest Transaction (MM/DD/YY) 09/08/2023 (Street) BEVERLY HILLS, CA90210 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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, par value $0.0001 09/08/2023 S 10,000,000 D $ 37.5 7,955,215 I See footnotes ( 1 ) ( 2 ) ( 3 )

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 VPE Holdings, LLC C/O PLATINUM EQUITY ADVISORS, LLC 360 NORTH CRESCENT DRIVE, SOUTH BUILDING BEVERLY HILLS, CA90210 X PLATINUM EQUITY, LLC C/O PLATINUM EQUITY ADVISORS, LLC 360 NORTH CRESCENT DRIVE, SOUTH BUILDING BEVERLY HILLS, CA90210 X Platinum Equity Investment Holdings, LLC C/O PLATINUM EQUITY ADVISORS, LLC 360 NORTH CRESCENT DRIVE, SOUTH BUILDING BEVERLY HILLS, CA90210 X Platinum Equity Investment Holdings IC (Cayman), LLC C/O PLATINUM EQUITY ADVISORS, LLC 360 NORTH CRESCENT DRIVE, SOUTH BUILDING BEVERLY HILLS, CA90210 X Platinum Equity InvestCo, L.P. C/O PLATINUM EQUITY ADVISORS, LLC 360 NORTH CRESCENT DRIVE, SOUTH BUILDING BEVERLY HILLS, CA90210 X Platinum Equity Investment Holdings III, LLC C/O PLATINUM EQUITY ADVISORS, LLC 360 NORTH CRESCENT DRIVE, SOUTH BUILDING BEVERLY HILLS, CA90210 X Platinum Equity Partners III, LLC C/O PLATINUM EQUITY ADVISORS, LLC 360 NORTH CRESCENT DRIVE, SOUTH BUILDING BEVERLY HILLS, CA90210 X PE Vertiv Holdings, LLC C/O PLATINUM EQUITY ADVISORS, LLC 360 NORTH CRESCENT DRIVE, SOUTH BUILDING BEVERLY HILLS, CA90210 X Vertiv JV Holdings, LLC C/O PLATINUM EQUITY ADVISORS, LLC 360 NORTH CRESCENT DRIVE, SOUTH BUILDING BEVERLY HILLS, CA90210 X Gores Tom C/O PLATINUM EQUITY ADVISORS, LLC 360 NORTH CRESCENT DRIVE, SOUTH BUILDING BEVERLY HILLS, CA90210 X Signatures Platinum Equity, LLC, By: /s/ Mary Ann Sigler, Executive Vice President, Chief Financial Officer and Treasurer 09/12/2023 Signature of Reporting Person Date Platinum Equity Investment Holdings, LLC, By: /s/ Mary Ann Sigler, Secretary 09/12/2023 Signature of Reporting Person Date Platinum Equity Investment Holdings IC (Cayman), LLC, By: /s/ Mary Ann Sigler, President 09/12/2023 Signature of Reporting Person Date Platinum Equity InvestCo, L.P., By: Platinum Equity Investment Holdings IC (Cayman), LLC, its general partner, By: /s/ Mary Ann Sigler, President 09/12/2023 Signature of Reporting Person Date Platinum Equity Investment Holdings III, LLC, By: /s/ Mary Ann Sigler, Secretary 09/12/2023 Signature of Reporting Person Date Platinum Equity Partners III, LLC, By: /s/ Mary Ann Sigler, Secretary 09/12/2023 Signature of Reporting Person Date PE Vertiv Holdings, LLC, By: /s/ Mary Ann Sigler, President 09/12/2023 Signature of Reporting Person Date Vertiv JV Holdings, LLC, By: Platinum Equity Partners IV, L.P., its manager, By: Platinum Equity Partners IV, LLC, its general partner, By: /s/ Mary Ann Sigler, Secretary 09/12/2023 Signature of Reporting Person Date VPE Holdings, LLC, By: /s/ Mary Ann Sigler, President 09/12/2023 Signature of Reporting Person Date Tom Gores, By: /s/ Mary Ann Sigler, Attorney-in-Fact 09/12/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares owned directly by VPE Holdings, LLC ("VPE"). ( 2 )Tom Gores is the manager of Platinum Equity, LLC, which is the sole member of Platinum Equity Investment Holdings, LLC, which is the sole member of Platinum Equity Investment Holdings IC (Cayman), LLC which is the general partner of Platinum Equity InvestCo, L.P., which is the sole member of Platinum Equity Investment Holdings III, LLC, which is the managing member of an entity (the "Coinvest Entity") that is a member of PE Vertiv Holdings, LLC and the senior managing member of Platinum Equity Partners III, LLC, which is the general partner of four entities that, together with the Coinvest Entity, hold a majority of the membership interests of PE Vertiv Holdings, LLC, which owns a majority of the outstanding interests of Vertiv JV Holdings, LLC, which owns a majority of the outstanding interests of VPE. ( 3 )By virtue of these relationships, each of the entities named herein and Mr. Gores may be deemed to share beneficial ownership of the securities held of record by VPE, except to the extent of their pecuniary interests therein.

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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