Vertiv Holdings Co.

07/31/2024 | Press release | Distributed by Public on 07/31/2024 19:30

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
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. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287Expires:January 31, 2005Estimated average burden hours per response...0.5
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 _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
Executive Chairman /
(Last) (First) (Middle)
C/O VERTIV HOLDINGS CO , 505 N. CLEVELAND AVE
3. Date of Earliest Transaction (Month/Day/Year)
(Street)
WESTERVILLE OH 43082
4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Join/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 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code 4. Securities Acquired (A) or Disposed of (D) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) 6. Ownership Form: Direct (D) or Indirect (I) 7. Nature of Indirect Beneficial Ownership
Code V Amount (A) or (D) Price
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code 5. Number of Derivative Securities Acquired (A) or Disposed of (D) 6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security 8. Price of Derivative Security 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) 11. Nature of Indirect Beneficial Ownership
Code V (A) (D) Date Exercisable Expriation Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
COTE DAVID M
C/O VERTIV HOLDINGS CO
505 N. CLEVELAND AVE
WESTERVILLE, OH43082 		X
Executive Chairman

Signatures

/s/ Eric Broxterman, as attorney-in-fact 2024-07-31
**Signature of Reporting Person Date

Explanation of Responses:

(*) If the form is filed by more than one reporting person, see Instruction 5(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).
(1) The Reporting Person previously indirectly beneficially owned these shares of Class A common stock through Atlanta Sons LLC. As of July 30, 2024, the Reporting Person has ceased to serve as manager of Atlanta Sons LLC and therefore has ceased to have beneficial ownership of such securities. As of the date of this Form 4, these securities have not been sold and remain held by Atlanta Sons LLC.
(2) Reflects securities held directly by the Reporting Person's spouse.
(3) Reflects securities held directly by David M. Cote 2018 Revocable Trust, of which the Reporting Person is the trustee.
(4) The Reporting Person holds an aggregate of 497,826 stock options, including (i) 115,942 stock options granted on February 7, 2020, which vested as to 28,985 on February 7, 2021, 28,986 on February 7, 2022, 28,985 on February 7, 2023 and 28,986 on February 7, 2024, (ii) 115,942 stock options granted on February 4, 2021, which vested as to 28,986 on each of February 4, 2022 and February 4, 2023 and 28,985 on February 4, 2024, and which will vest as to 28,985 on February 4, 2025, (iii) 115,942 stock options granted on March 3, 2022, which vested as to 28,985 on each of March 3, 2023 and March 3, 2024, and which will vest as to 28,986 on each of March 3, 2025 and March 3, 2026, (cont'd in FN5)
(5) (cont'd from FN4) (iv) 100,000 stock options granted on March 7, 2023, which vested as to 25,000 on March 15, 2024 and which will vest as to 25,000 on each of March 15, 2025, March 15, 2026, and March 15, 2027, and (v) 50,000 stock options granted to the reporting person on March 7, 2024, which will vest as to 12,500 on each of March 15, 2025, March 15, 2026, March 15, 2027 and March 15, 2028. No exercises, dispositions or other transactions with respect to the stock options are being reported in this Form 4.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.