Sec Form 4 Filing - COTE DAVID M @ Vertiv Holdings Co - 2020-02-07

Insider filing report for Changes in Beneficial Ownership
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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
COTE DAVID M
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 X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Executive Chairman of the Bd
(Last) (First) (Middle)
C/O VERTIV HOLDINGS CO, 1050 DEARBORN DR
3. Date of Earliest Transaction (MM/DD/YY)
02/07/2020
(Street)
COLUMBUS, OH43085
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 02/07/2020 C( 1 ) 8,572,500 ( 2 ) A 8,572,500 ( 2 ) I See Footnote ( 3 )
Class A Common Stock 02/07/2020 A 2,000,000 A $ 10 2,000,000 I See Footnote ( 4 )
Class A Common Stock 02/07/2020 A 50,000 A $ 10 50,000 I See Footnote ( 5 )
Class A Common Stock 02/07/2020 G( 6 ) V 1,840,000 D $ 0 2,000,000 I See Footnote ( 4 )
Class A Common Stock 02/07/2020 J( 7 ) 160,000 D 2,000,000 I See Footnote ( 4 )
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
Class B Common Stock ( 1 ) 02/07/2020 C( 1 ) 8,572,500 ( 2 ) ( 1 ) ( 1 ) Class A Common Stock 8,572,500 ( 2 ) $ 0 8,572,500 ( 2 ) I See Footnote ( 3 )
Private Placement Warrants $ 11.5 02/07/2020 A( 8 ) 5,266,667 ( 8 ) 02/07/2025 Class A Common Stock 5,266,667 $ 1.5 5,266,667 I See Footnote ( 3 )
Stock Option $ 12.05 02/07/2020 A 115,942 ( 9 ) 02/07/2030 Class A Common Stock 115,942 $ 0 115,942 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
COTE DAVID M
C/O VERTIV HOLDINGS CO, 1050 DEARBORN DR
COLUMBUS, OH43085
X X Executive Chairman of the Bd
Signatures
/s/ David M. Cote 02/11/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On February 7, 2020, the Issuer consummated its initial business combination (the "Business Combination") with Vertiv Holdings, LLC. In connection with the consummation of the Business Combination, each share of Class B common stock automatically converted into one share of Class A common stock.
( 2 )Reflects securities previously reported as indirectly beneficially owned through GS DC Sponsor I LLC.
( 3 )Reflects securities held directly by Cote SPAC 1 LLC, of which the Reporting Person is the manager.
( 4 )Reflects securities held directly by Atlanta Sons LLC, of which the Reporting Person is the manager.
( 5 )Reflects securities held directly by the Reporting Person's spouse.
( 6 )Reflects a gift by the Reporting Person of limited liability company interests in Atlanta Sons LLC to trusts for the benefit of his family, over which the Reporting Person has investment control. No Issuer securities were transferred.
( 7 )Reflects a transfer by the Reporting Person of limited liability company interests in Atlanta Sons LLC to trusts for the benefit of his family, over which the Reporting Person has investment control. The transfer was made for an aggregate of $1,258,740. No Issuer securities were transferred.
( 8 )These Private Placement Warrants were acquired by GS DC Sponsor I LLC from the Issuer in connection with the Issuer's initial public offering. The Reporting Person previously indirectly beneficially owned these warrants through GS DC Sponsor I LLC. Each warrant is exercisable for one share of Class A common stock at an exercise price of $11.50 per share, subject to certain adjustments. The warrants may be exercised commencing 30 days after the consummation of the Business Combination and expire five years after consummation of the Business Combination or earlier upon redemption or liquidation.
( 9 )The stock option will vest as to 25% on each of February 7, 2021, February 7, 2022, February 7, 2023 and February 7, 2024.

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