SEC Info - Reinemund Steven - ‘4’ for 2/7/20 re: Vertiv Holdings Co.

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

REINEMUND STEVEN

(Last)

(First)

(Middle)

C/O VERTIV HOLDINGS CO

1050 DEARBORN DRIVE

(Street)

COLUMBUS

43085

(City)

(State)

(Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
2/7/20

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A common stock	2/7/20		A		200,000	A	$10	300,000	I	See Footnote ⁽¹⁾
Class A common stock	2/7/20		C		35,000	A	⁽²⁾	35,000	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B common stock	⁽²⁾	2/7/20		C			35,000	⁽²⁾	⁽²⁾	Class A common stock	35,000	$0.00	35,000	D
Redeemable warrants	⁽³⁾	2/7/20		A		33,333		⁽³⁾	⁽³⁾	Class A common stock	33,333	⁽³⁾	33,333	D
Stock Option	$12.05	2/7/20		A		38,647		⁽⁴⁾	2/7/30	Class A common stock	38,647	$0.00	38,647	D

Explanation of Responses:

(1) Reported securities are held by the 2017 Steven S Reinemund GRAT, of which Mr. Reinemund is trustee.

(2) On February 7, 2020, the Issuer consummated its initial business combination (the "Business Combination") with Vertiv Holdings, LLC. In connection with the consummation of the Business Combination, each share of Class B common stock automatically converted into one share of Class A common stock.

(3) The redeemable warrants reported herein are included within 100,000 units purchased by the reporting person on June 8, 2018 for $10.00 per unit. Each such unit consists of one share of Class A common stock and one-third of one redeemable warrant. Each whole-warrant is exercisable for one share of Class A common stock at an exercise price of $11.50 per share, subject to certain adjustments. The warrants may be exercised commencing 30 days after the consummation of the Business Combination and expire five years after the consummation of the Business Combination or earlier upon redemption or liquidation.

(4) The stock option will vest as to 25% on each of February 7, 2021, February 7, 2022, February 7, 2023 and February 7, 2024.

Remarks:

Exhibit 24.1 - Power of Attorney

	/s/ Colin Flannery, Attorney-in-Fact	2/11/20
	** 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.

____________ Transaction Codes:
A	Grant, award or other acquisition pursuant to Rule 16b-3(d).
C	Conversion of derivative security.

Reinemund Steven – ‘4’ for 2/7/20 re: Vertiv Holdings Co.

On: Tuesday, 2/11/20, at 7:19pm ET · For: 2/7/20 · Accession #: 899243-20-4145 · File #: 1-38518

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Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
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