SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
Elecor Intermediate Holding II Corp

(Last) (First) (Middle)
C/O PLATINUM EQUITY ADVISORS, LLC
360 NORTH CRESCENT DRIVE, SOUTH BUILDING

(Street)
BEVERLY HILLS CA 90210

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
05/27/2016
3. Issuer Name and Ticker or Trading Symbol
ELECTRO RENT CORP [ ELRC ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 0 I See footnotes(1)(2)(3)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Elecor Intermediate Holding II Corp

(Last) (First) (Middle)
C/O PLATINUM EQUITY ADVISORS, LLC
360 NORTH CRESCENT DRIVE, SOUTH BUILDING

(Street)
BEVERLY HILLS CA 90210

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Elecor Intermediate Holding Corp

(Last) (First) (Middle)
C/O PLATINUM EQUITY ADVISORS, LLC
360 NORTH CRESCENT DRIVE, SOUTH BUILDING

(Street)
BEVERLY HILLS CA 90210

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Elecor Holding Corp

(Last) (First) (Middle)
C/O PLATINUM EQUITY ADVISORS, LLC
360 NORTH CRESCENT DRIVE, SOUTH BUILDING

(Street)
BEVERLY HILLS CA 90210

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Platinum Equity Capital Partners III, L.P.

(Last) (First) (Middle)
C/O PLATINUM EQUITY ADVISORS, LLC
360 NORTH CRESCENT DRIVE, SOUTH BUILDING

(Street)
BEVERLY HILLS CA 90210

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Platinum Equity Partners III, LLC

(Last) (First) (Middle)
C/O PLATINUM EQUITY ADVISORS, LLC
360 NORTH CRESCENT DRIVE, SOUTH BUILDING

(Street)
BEVERLY HILLS CA 90210

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Platinum Equity Investment Holdings III, LLC

(Last) (First) (Middle)
C/O PLATINUM EQUITY ADVISORS, LLC
360 NORTH CRESCENT DRIVE, SOUTH BUILDING

(Street)
BEVERLY HILLS CA 90210

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
PLATINUM EQUITY LLC

(Last) (First) (Middle)
360 NORTH CRESCENT DRIVE, SOUTH BUILDING

(Street)
BEVERLY HILLS CA 90210

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Gores Tom

(Last) (First) (Middle)
C/O PLATINUM EQUITY, LLC
360 NORTH CRESCENT DRIVE, SOUTH BUILDING

(Street)
BEVERLY HILLS CA 90210

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. On May 27, 2016, Elecor Intermediate Holding II Corporation ("Parent") and Elecor Merger Corporation ("Merger Sub"), entered into an Agreement and Plan of Merger with the Issuer (the "Merger Agreement"), pursuant to which Merger Sub will be merged with and into the Issuer, with the Issuer surviving and continuing as a wholly owned subsidiary of Parent. In connection with the Merger Agreement, Parent entered into voting agreements ( the "Voting Agreements") with certain stockholders of the Issuer covering an aggregate of 6,936,007 shares of the Issuer's common stock. Due to the rights granted under the Voting Agreements, Parent may be deemed to share a beneficial ownership of the shares of Common Stock subject to the Voting Agreements.
2. Tom Gores, the chairman and chief executive officer of Platinum Equity, LLC ("Platinum Equity"), is the ultimate beneficial owner of Platinum Equity. Platinum Equity is the sole member of Platinum Equity Investment Holdings III, LLC, which is the senior managing member of Platinum Equity Partners III, LLC, which is the general partner of Platinum Equity Capital Partners III, L.P., which is the majority stockholder of Elecor Holding Corporation, which is the sole shareholder of Elecor Intermediate Holding Corporation, which is the sole shareholder of Parent. Accordingly, each of the foregoing entities may be deemed to share beneficial ownership of the shares of Common Stock beneficially owned by Parent.
3. None of the Reporting Persons has a pecuniary interest in any of the shares of common stock subject to the Voting Agreement. Each Reporting Person expressly disclaims beneficial ownership of such shares, and this report shall not be deemed an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
Remarks:
Exhibit List Exhibit 24 - Power of Attorney
By /s/ Eva M. Kalawski, Vice President and Secretary on behalf of Elecor Intermediate Holding II Corporation 06/06/2016
By /s/ Eva M. Kalawski, Vice President and Secretary on behalf of Elecor Intermediate Holding Corporation 06/06/2016
By /s/ Eva M. Kalawski, Vice President and Secretary on behalf of Elecor Holding Corporation 06/06/2016
By /s/ Eva M. Kalawski, Vice President and Secretary on behalf of Platinum Equity Investment Holdings III, LLC the senior managing member of Platinum Equity Partners III, LLC, the general partner of Platinum Equity Capital Partners III, L.P. 06/06/2016
By /s/ Eva M. Kalawski, Vice President and Secretary on behalf of Platinum Equity Investment Holdings III, LLC, the senior managing member of Platinum Equity Partners III, LLC 06/06/2016
By /s/ Eva M. Kalawski, Vice President and Secretary on behalf of Platinum Equity Investment Holdings III, LLC 06/06/2016
By /s/ Eva M. Kalawski, Executive Vice President, General Counsel and Secretary on behalf of Platinum Equity, LLC 06/06/2016
By /s/ Mary Ann Sigler, Attorney-in-Fact for Tom Gores 06/06/2016
** 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 5 (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.