Form 4 - Statement of changes in beneficial ownership of securities

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

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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).

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^*

Karlborg Anders

(Last)

(First)

(Middle)

C/O VERTIV HOLDINGS CO

505 N. CLEVELAND AVE

(Street)

WESTERVILLE

43082

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Man., Logistics and Op Ex

3. Date of Earliest Transaction (Month/Day/Year)
12/02/2024

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	12/02/2024		M		9,566	A	$14.49	32,067.91⁽¹⁾	D
Class A Common Stock	12/02/2024		M		19,646	A	$11.25	51,713.91⁽¹⁾	D
Class A Common Stock	12/02/2024		M		6,080	A	$15.84	57,793.91⁽¹⁾	D
Class A Common Stock	12/02/2024		M		4,047	A	$24.87	61,840.91⁽¹⁾	D
Class A Common Stock	12/02/2024		S		39,339⁽²⁾	D	$128.98	22,501.91⁽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)
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)
Stock Options	$14.49	12/02/2024		M			9,566	⁽³⁾	04/04/2032	Class A Common Stock	9,566	$0	9,567	D
Stock Options	$11.25	12/02/2024		M			19,646	⁽⁴⁾	10/03/2032	Class A Common Stock	19,646	$0	19,646	D
Stock Options	$15.84	12/02/2024		M			6,080	⁽⁵⁾	03/07/2033	Class A Common Stock	6,080	$0	18,240	D
Stock Options	$24.87	12/02/2024		M			4,047	⁽⁶⁾	07/03/2033	Class A Common Stock	4,047	$0	12,143	D

Explanation of Responses:

1. Includes shares, RSUs and DSUs.

2. Represents the weighted average sale price. The trades were executed in a series of transactions with price ranges of $128.95 to $129.135. 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.

3. 4,783 stock options vested on each of March 3, 2023 and March 3, 2024, 4,783 stock options are scheduled to vest on March 3, 2025 and 4,784 stock options are scheduled to vest on March 3, 2026.

4. 9,823 stock options vested on each of October 3, 2023 and October 3, 2024, and 9,823 stock options are scheduled to vest on each of October 3, 2025 and October 3, 2026.

5. 6,080 stock options vested on March 15, 2024 and 6,080 stock options are scheduled to vest on each of March 15, 2025, March 15, 2026, and March 15, 2027.

6. 4,047 stock options vested on of July 15, 2024, 4.047 stock options are scheduled to vest on July 15, 2025 and 4,048 stock options are scheduled to vest on each of July 15, 2026 and July 15, 2027.

	/s/ Robert M. Wolfe, as attorney-in-fact	12/04/2024
	** 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).
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