SEC Form SC 13G/A filed by Vertiv Holdings LLC (Amendment)

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The remainder of this cover page shall be filled out of a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

1

NAMES OF REPORTING PERSONS

 

 

 

 

 

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)☐

(b)☐

 

 

3

SEC USE ONLY

 

 

 

 

 

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 United States

 

 

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5

SOLE VOTING POWER

 

 

 0

 

 

 

 

6

SHARED VOTING POWER

 

 

 0

 

 

 

 

7

SOLE DISPOSITIVE POWER

 

 

 0

 

 

 

 

8

SHARED DISPOSITIVE POWER

 

 

 0

 

 

 

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 0

 

 

 

 

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 

☐

 

 

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 

 0%

 

 

 

 

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 

 OO

 

 

 

 

Item 1(a).

Name of Issuer:

Vertiv Holdings Co (formerly GS Acquisition Holdings Corp) (the “Issuer”).

Item 1(b).

Address of Issuer’s Principal Executive Offices

Westerville, OH 43082

Item 2(a).

Name of Person Filing:

This Schedule 13G is being filed jointly by GS Sponsor LLC and GSAM Holdings LLC (each, a “Reporting Person” and, collectively, the “Reporting Persons”), pursuant to an Agreement of Joint Filing, a copy of which is filed with this Schedule 13G as Exhibit 1 in accordance with Rule 13d-1(k)(1) under the Act.

GS Sponsor LLC is a wholly owned subsidiary of GSAM Holdings LLC, which is a wholly owned subsidiary of The Goldman Sachs Group, Inc. The Reporting Persons previously filed a Schedule 13G in respect of the Common Stock on February 14, 2019, together with GS DC Sponsor I LLC, Cote SPAC 1 LLC and Mr. David M. Cote. As disclosed therein, GS DC Sponsor I LLC was controlled by GS Sponsor LLC and Cote SPAC 1 LLC (which was in turn controlled by Mr. Cote). The shares of Common Stock held by GS DC Sponsor I LLC were distributed to GS Sponsor LLC and Cote SPAC 1 LLC in connection with the Issuer’s Business Combination (as defined in the Proxy Statement (the “Proxy Statement”) filed by the Issuer on January 17, 2020), as disclosed in advance in the Proxy Statement, and the Reporting Persons thereupon ceased to be beneficial owners of more than five percent of the outstanding shares of Common Stock. At December 31, 2020, the Reporting Persons beneficially owned 13,388,172 shares of Common Stock, approximately 4.1% of the 328,412,705 shares of Common Stock outstanding on November 4, 2020, as reported by the Issuer on a Quarterly Report on Form 10-Q filed on November 5, 2020.

Item 2(b).

Address of Principal Business Office or, if none, Residence:

The principal business address of each of the Reporting Persons is as follows:

Item 2(c).

Citizenship:

See responses to Item 4 on each cover page.

Item 2(d).

Titles of Classes of Securities:

Class A Common Stock, par value $0.0001 per share (the “Common Stock”).

Item 2(e).

CUSIP Number:

The Class A Common Stock CUSIP number is 92537N108.

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a

Not applicable.

Item 4.

Ownership

(a)

Amount beneficially owned:

See responses to Item 9 on each cover page.

(b)

Percent of class:

See responses to Item 11 on each cover page.

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote:

See responses to Item 5 on each cover page.

(ii)

Shared power to vote or to direct the vote:

See responses to Item 6 on each cover page.

(iii)

Sole power to dispose or to direct the disposition of:

See responses to Item 7 on each cover page.

(iv)

Shared power to dispose or to direct the disposition of:

See responses to Item 8 on each cover page.

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X].

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable.

GS Sponsor LLC

Goldman Sachs Asset Management, L.P., as attorney-in-fact for GS Sponsor LLC

By:

GSAM Holdings LLC

By: