4//SEC Filing
VPE Holdings, LLC 4
Accession 0000899243-21-005216
CIK 0001674101other
Filed
Feb 7, 7:00 PM ET
Accepted
Feb 8, 5:51 PM ET
Size
28.2 KB
Accession
0000899243-21-005216
Insider Transaction Report
Form 4
Platinum Equity InvestCo, L.P.
Director10% Owner
Transactions
- Award
Stock Options
2021-02-04+77,294→ 77,294 total(indirect: See footnotes)Exercise: $20.56Exp: 2031-02-03→ Class A Common Stock (77,294 underlying)
Holdings
- 77,294(indirect: See footnotes)
Stock Options
Exercise: $12.05Exp: 2030-02-06→ Class A Common Stock (77,294 underlying)
Platinum Equity Investment Holdings, LLC
Director10% Owner
Transactions
- Award
Stock Options
2021-02-04+77,294→ 77,294 total(indirect: See footnotes)Exercise: $20.56Exp: 2031-02-03→ Class A Common Stock (77,294 underlying)
Holdings
- 77,294(indirect: See footnotes)
Stock Options
Exercise: $12.05Exp: 2030-02-06→ Class A Common Stock (77,294 underlying)
Platinum Equity Investment Holdings III, LLC
Director10% Owner
Transactions
- Award
Stock Options
2021-02-04+77,294→ 77,294 total(indirect: See footnotes)Exercise: $20.56Exp: 2031-02-03→ Class A Common Stock (77,294 underlying)
Holdings
- 77,294(indirect: See footnotes)
Stock Options
Exercise: $12.05Exp: 2030-02-06→ Class A Common Stock (77,294 underlying)
Platinum Equity Investment Holdings IC (Cayman), LLC
Director10% Owner
Transactions
- Award
Stock Options
2021-02-04+77,294→ 77,294 total(indirect: See footnotes)Exercise: $20.56Exp: 2031-02-03→ Class A Common Stock (77,294 underlying)
Holdings
- 77,294(indirect: See footnotes)
Stock Options
Exercise: $12.05Exp: 2030-02-06→ Class A Common Stock (77,294 underlying)
PLATINUM EQUITY LLC
Director10% Owner
Transactions
- Award
Stock Options
2021-02-04+77,294→ 77,294 total(indirect: See footnotes)Exercise: $20.56Exp: 2031-02-03→ Class A Common Stock (77,294 underlying)
Holdings
- 77,294(indirect: See footnotes)
Stock Options
Exercise: $12.05Exp: 2030-02-06→ Class A Common Stock (77,294 underlying)
VPE Holdings, LLC
Director10% Owner
Transactions
- Award
Stock Options
2021-02-04+77,294→ 77,294 total(indirect: See footnotes)Exercise: $20.56Exp: 2031-02-03→ Class A Common Stock (77,294 underlying)
Holdings
- 77,294(indirect: See footnotes)
Stock Options
Exercise: $12.05Exp: 2030-02-06→ Class A Common Stock (77,294 underlying)
Vertiv JV Holdings, LLC
Director10% Owner
Transactions
- Award
Stock Options
2021-02-04+77,294→ 77,294 total(indirect: See footnotes)Exercise: $20.56Exp: 2031-02-03→ Class A Common Stock (77,294 underlying)
Holdings
- 77,294(indirect: See footnotes)
Stock Options
Exercise: $12.05Exp: 2030-02-06→ Class A Common Stock (77,294 underlying)
PE Vertiv Holdings, LLC
Director10% Owner
Transactions
- Award
Stock Options
2021-02-04+77,294→ 77,294 total(indirect: See footnotes)Exercise: $20.56Exp: 2031-02-03→ Class A Common Stock (77,294 underlying)
Holdings
- 77,294(indirect: See footnotes)
Stock Options
Exercise: $12.05Exp: 2030-02-06→ Class A Common Stock (77,294 underlying)
Platinum Equity Investment Holdings III Manager, LLC
Director10% Owner
Transactions
- Award
Stock Options
2021-02-04+77,294→ 77,294 total(indirect: See footnotes)Exercise: $20.56Exp: 2031-02-03→ Class A Common Stock (77,294 underlying)
Holdings
- 77,294(indirect: See footnotes)
Stock Options
Exercise: $12.05Exp: 2030-02-06→ Class A Common Stock (77,294 underlying)
Platinum InvestCo (Cayman), LLC
Director10% Owner
Transactions
- Award
Stock Options
2021-02-04+77,294→ 77,294 total(indirect: See footnotes)Exercise: $20.56Exp: 2031-02-03→ Class A Common Stock (77,294 underlying)
Holdings
- 77,294(indirect: See footnotes)
Stock Options
Exercise: $12.05Exp: 2030-02-06→ Class A Common Stock (77,294 underlying)
Footnotes (8)
- [F1]Consists of options to purchase shares of Class A common stock of Vertiv Holdings Co (the "Issuer"), subject to vesting in equal or nearly equal installments on February 4 of each of 2022, 2023, 2024 and 2025, granted to Jacob Kotzubei and Matthew Louie, assuming continued board service through the applicable vesting date. Options to purchase 38,647 shares of Class A common stock of the Issuer were granted to each of Messrs. Kotzubei and Louie.
- [F2]Pursuant to a contractual agreement between Messrs. Kotzubei and Louie, on the one hand, and VPE Holdings, LLC ("VPE"), on the other hand, the shares of Class A common stock of the Issuer issuable to Messrs. Kotzubei and Louie upon exercise of such stock options will be immediately transferred to VPE in a transaction exempt from Section 16 pursuant to Rule 16a-13 thereunder.
- [F3]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 of Class A common stock 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. 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.
- [F4](Continued from footnote 3) Through such positions, Holdings III has the indirect power to direct the voting of a majority of the outstanding equity interests of PE Vertiv. Platinum Equity Investment Holdings Manager III, 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. 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,
- [F5](Continued from footnote 4) 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.
- [F6]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.
- [F7]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.
- [F8]Consists of options to purchase shares of Class A common stock of the Issuer, subject to vesting in equal or nearly equal installments on February 7 of each of 2021, 2022, 2023 and 2024, granted to Jacob Kotzubei and Matthew Louie, assuming continued board service through the applicable vesting date. Options to purchase 38,647 shares of Class A common stock of the Issuer were granted to each of Messrs. Kotzubei and Louie.
Documents
Issuer
Vertiv Holdings Co
CIK 0001674101
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001801998
Filing Metadata
- Form type
- 4
- Filed
- Feb 7, 7:00 PM ET
- Accepted
- Feb 8, 5:51 PM ET
- Size
- 28.2 KB