Executive Chairman Cote David M gifted 2,000,000 shares (SEC Form 4)
FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. |
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
Vertiv Holdings Co [ VRT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 07/30/2024 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|
1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | 07/30/2024 | G(1) | 2,000,000 | D | $0 | 0 | I | See Footnote(1) | ||
Class A Common Stock | 62,258.03 | I | See Footnote(2) | |||||||
Class A Common Stock | 200 | I | See Footnote(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 (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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 | ||||||||
Stock Option | $12.05 | (4)(5) | 02/07/2030 | Class A Common Stock | 115,942 | 115,942 | D | ||||||||
Stock Option | $20.56 | (4)(5) | 02/04/2031 | Class A Common Stock | 115,942 | 115,942 | D | ||||||||
Stock Option | $11.5 | (4)(5) | 03/03/2032 | Class A Common Stock | 115,942 | 115,942 | D | ||||||||
Stock Option | $15.84 | (4)(5) | 03/07/2033 | Class A Common Stock | 100,000 | 100,000 | D | ||||||||
Stock Option | $72.09 | (4)(5) | 03/07/2034 | Class A Common Stock | 50,000 | 50,000 | D |
Explanation of Responses: |
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. |
/s/ Eric Broxterman, as attorney-in-fact | 07/31/2024 | |
** Signature of Reporting Person | Date | |
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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |