Vertiv Holdings Co (Form: 4, Received: 03/01/2024 16:32:09)

FORM 4 ☒ 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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* VPE Holdings, LLC	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)
(Last) (First) (Middle) C/O PLATINUM EQUITY ADVISORS, LLC, 360 NORTH CRESCENT DRIVE, SOUTH BUILDING	3. Date of Earliest Transaction (MM/DD/YYYY) 2/29/2024
(Street) BEVERLY HILLS, CA 90210	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) ___ Form filed by One Reporting Person _ X _ Form filed by More than One Reporting Person
(City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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. Trans. Date	2A. Deemed Execution Date, if any	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, par value $0.0001	2/29/2024		D		7,955,215	D	$65.9785	0	I	See footnotes ⁽¹⁾⁽²⁾⁽³⁾

*Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)*
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:
(1)	Represents shares owned directly by VPE Holdings, LLC ("VPE").
(2)	Tom Gores is the manager of Platinum Equity, LLC, which is the sole member of Platinum Equity Investment Holdings, LLC, which is the sole member of Platinum Equity Investment Holdings IC (Cayman), LLC which is the general partner of Platinum Equity InvestCo, L.P., which is the sole member of Platinum Equity Investment Holdings III, LLC, which is the managing member of an entity (the "Coinvest Entity") that is a member of PE Vertiv Holdings, LLC and the senior managing member of Platinum Equity Partners III, LLC, which is the general partner of four entities that, together with the Coinvest Entity, hold a majority of the membership interests of PE Vertiv Holdings, LLC, which owns a majority of the outstanding interests of Vertiv JV Holdings, LLC, which owns a majority of the outstanding interests of VPE.
(3)	By virtue of these relationships, each of the entities named herein and Mr. Gores may be deemed to share beneficial ownership of the securities held of record by VPE. Each of these individuals and entities disclaims any such beneficial ownership except to the extent of their pecuniary interests therein.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
VPE Holdings, LLC C/O PLATINUM EQUITY ADVISORS, LLC 360 NORTH CRESCENT DRIVE, SOUTH BUILDING BEVERLY HILLS, CA 90210	X
PLATINUM EQUITY, LLC 360 NORTH CRESCENT DRIVE BEVERLY HILLS, CA 90210	X
Platinum Equity Investment Holdings, LLC C/O PLATINUM EQUITY 360 NORTH CRESCENT DRIVE BEVERLY HILLS, CA 90210	X
Platinum Equity Investment Holdings IC (Cayman), LLC C/O PLATINUM EQUITY ADVISORS, LLC 360 NORTH CRESCENT DRIVE, SOUTH BUILDING BEVERLY HILLS, CA 90210	X
Platinum Equity InvestCo, L.P. C/O PLATINUM EQUITY ADVISORS, LLC 360 NORTH CRESCENT DRIVE, SOUTH BUILDING BEVERLY HILLS, CA 90210	X
Platinum Equity Investment Holdings III, LLC C/O PLATINUM EQUITY ADVISORS, LLC 360 NORTH CRESCENT DRIVE, SOUTH BUILDING BEVERLY HILLS, CA 90210	X
Platinum Equity Partners III, LLC C/O PLATINUM EQUITY ADVISORS, LLC 360 NORTH CRESCENT DRIVE, SOUTH BUILDING BEVERLY HILLS, CA 90210	X
PE Vertiv Holdings, LLC 360 NORTH CRESCENT DRIVE SOUTH BUILDING BEVERLY HILLS, CA 90210	X
Vertiv JV Holdings, LLC 360 NORTH CRESCENT DRIVE SOUTH BUILDING BEVERLY HILLS, CA 90210	X
Gores Tom C/O PLATINUM EQUITY 360 NORTH CRESCENT DRIVE, SOUTH BUILDING BEVERLY HILLS, CA 90210	X

Signatures
Platinum Equity, LLC, By: /s/ Mary Ann Sigler, Executive Vice President, Chief Financial Officer and Treasurer		3/1/2024
^**Signature of Reporting Person		Date
Platinum Equity Investment Holdings, LLC, By: /s/ Mary Ann Sigler, Secretary		3/1/2024
^**Signature of Reporting Person		Date
Platinum Equity Investment Holdings IC (Cayman), LLC, By: /s/ Mary Ann Sigler, President		3/1/2024
^**Signature of Reporting Person		Date
Platinum Equity InvestCo, L.P., By: Platinum Equity Investment Holdings IC (Cayman), LLC, its general partner, By: /s/ Mary Ann Sigler, President		3/1/2024
^**Signature of Reporting Person		Date
Platinum Equity Investment Holdings III, LLC, By: /s/ Mary Ann Sigler, Secretary		3/1/2024
^**Signature of Reporting Person		Date
Platinum Equity Partners III, LLC, By: /s/ Mary Ann Sigler, Secretary		3/1/2024
^**Signature of Reporting Person		Date
PE Vertiv Holdings, LLC, By: /s/ Mary Ann Sigler, President		3/1/2024
^**Signature of Reporting Person		Date
Vertiv JV Holdings, LLC, By: Platinum Equity Partners IV, L.P., its manager, By: Platinum Equity Partners IV, LLC, its general partner, By: /s/ Mary Ann Sigler, Secretary		3/1/2024
^**Signature of Reporting Person		Date
VPE Holdings, LLC, By: /s/ Mary Ann Sigler, President		3/1/2024
^**Signature of Reporting Person		Date
Tom Gores, By: /s/ Mary Ann Sigler, Attorney-in-Fact		3/1/2024
^**Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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