President, EMEA Winther Karsten exercised 68,000 shares at a strike of $12.26 and sold $5,749,235 worth of shares (59,700 units at $96.30), increasing direct ownership by 79% to 18,847 units (SEC Form 4)
$VRT
Industrial Machinery/Components
Technology
| 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) 05/08/2025 | ||||||||||||||||||||||||||
|
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 | 05/08/2025 | M | 9,500 | A | $12.05 | 20,046.84(1) | D | |||
| Class A Common Stock | 05/08/2025 | S(2) | 1,200 | D | $96.6 | 18,846.84(1) | D | |||
| Class A Common Stock | 05/08/2025 | M | 53,000 | A | $12.32 | 71,846.84(1) | D | |||
| Class A Common Stock | 05/08/2025 | S | 53,000 | D | $96.5(3) | 18,846.84(1) | D | |||
| Class A Common Stock | 05/09/2025 | M | 5,500 | A | $12.05 | 24,346.84(1) | D | |||
| Class A Common Stock | 05/09/2025 | S | 5,500 | D | $94.33 | 18,846.84(1) | D | |||
|
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 Options | $12.05 | 05/08/2025 | M | 9,500 | (4) | 02/07/2030 | Class A Common Stock | 9,500 | $0 | 5,603 | D | ||||
| Stock Options | $12.32 | 05/08/2025 | M | 53,000 | (5) | 03/16/2032 | Class A Common Stock | 53,000 | $0 | 7,000 | D | ||||
| Stock Options | $12.05 | 05/09/2025 | M | 5,500 | (4) | 02/07/2030 | Class A Common Stock | 5,500 | $0 | 103 | D | ||||
| Explanation of Responses: |
| 1. Includes shares, RSUs and DSUs. |
| 2. This transaction was a sell-to-cover exercise, with shares sold to cover the option exercise price, and the reporting person retaining all remaining shares. |
| 3. The trade was executed in a series of transactions with a price range of $96.46 to $96.65, inclusive, with a weighted average price of $96.50. The reporting person undertakes to provide to Vertiv Holdings Co, any security holder of Vertiv Holdings Co, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. |
| 4. The option award exercised in this transaction was fully vested on the transaction date. |
| 5. The stock option grant provides that the options vest and become exercisable one-fourth per year, commencing March 3, 2023. |
| /s/ Robert M. Wolfe, as attorney-in-fact | 05/09/2025 | |
| ** 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. | ||