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).
1. Name and Address of Reporting Person*
Cripps Scott

(Last) (First) (Middle)
C/O VERTIV HOLDINGS CO
1050 DEARBORN DRIVE

(Street)
COLUMBUS OH 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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Accounting Officer
3. Date of Earliest Transaction (Month/Day/Year)
03/08/2024
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)
Code V Amount (A) or (D) Price
Common Stock 03/08/2024 M 38,590 A $11.5 38,590 D
Common Stock 03/08/2024 M 18,004 A $17.92 56,594 D
Common Stock 03/08/2024 S 21,558 D $70.33(1) 35,036 D
Common Stock 03/08/2024 S 32,736 D $70.98(2) 2,300 D
Common Stock 03/08/2024 S 2,300 D $71.78(3) 0 D
Class A Common Stock 895.95(4) I By 401(k) plan
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 $11.5 03/08/2024 M 38,590 (5) 03/03/2032 Class A Common Stock 38,590 $0 38,591 D
Stock Options $17.92 03/08/2024 M 18,004 (6) 10/27/2030 Class A Common Stock 18,004 $0 54,012 D
Explanation of Responses:
1. Represents the weighted average sale price. The trades were executed in a series of transactions with price ranges of $69.71 to $70.70. 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 and in footnotes 2 and 3.
2. Represents the weighted average sale price. The trades were executed in a series of transactions with price ranges of $70.71 to $71.70.
3. Represents the weighted average sale price. The trades were executed in a series of transactions with price ranges of $71.71 to $71.86.
4. Reflects shares acquired under the Company's 401(k) plan in transactions exempt from reporting requirements.
5. The portion of the option award exercised in this transaction was fully vested and exercisable on the transaction date. The remaining portion of the option award will become vested and exercisable in equal installments on March 3, 2025, and March 3, 2026.
6. The portion of the option award exercised in this transaction was fully vested and exercisable on the transaction date. The remaining portion of the option award will become vested and exercisable on October 27, 2024.
/s/ Robert M. Wolfe, as attorney-in-fact 03/11/2024
** 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.