Sec Form 4 Filing - COTE DAVID M @ Vertiv Holdings Co - 2025-03-10

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
COTE DAVID M
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
X __ Officer (give title below) _____ Other (specify below)
Executive Chairman
(Last) (First) (Middle)
C/O VERTIV HOLDINGS CO, 505 N. CLEVELAND AVE
3. Date of Earliest Transaction (MM/DD/YY)
03/10/2025
(Street)
WESTERVILLE, OH43082
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
Class A Common Stock 62,258.03 I See Footnote ( 1 )
Class A Common Stock 200 I See Footnote ( 2 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option $ 12.05 03/10/2025 G 115,942 ( 3 )( 4 )( 5 ) 02/07/2030 Class A Common Stock 115,942 ( 5 ) 0 D
Stock Option $ 12.05 03/10/2025 G 115,942 ( 3 )( 4 )( 5 ) 02/07/2030 Class A Common Stock 115,942 ( 5 ) 115,942 I See Footnote ( 5 )
Stock Option $ 20.56 03/10/2025 G 115,942 ( 3 )( 4 )( 5 ) 02/04/2031 Class A Common Stock 115,942 ( 5 ) 0 D
Stock Option $ 20.56 03/10/2025 G 115,942 ( 3 )( 4 )( 5 ) 02/04/2031 Class A Common Stock 115,942 ( 5 ) 115,942 I See Footnote ( 5 )
Stock Option $ 11.5 03/10/2025 G 86,956 ( 3 )( 4 )( 5 ) 03/03/2032 Class A Common Stock 86,956 ( 5 ) 28,986 D
Stock Option $ 11.5 03/10/2025 G 86,956 ( 3 )( 4 )( 5 ) 03/03/2032 Class A Common Stock 86,956 ( 5 ) 86,956 I See Footnote ( 5 )
Stock Option $ 15.84 03/10/2025 G 25,000 ( 3 )( 4 )( 5 ) 03/07/2033 Class A Common Stock 25,000 ( 5 ) 75,000 D
Stock Option $ 15.84 03/10/2025 G 25,000 ( 3 )( 4 )( 5 ) 03/07/2033 Class A Common Stock 25,000 ( 5 ) 25,000 I See Footnote ( 5 )
Stock Option $ 72.09 ( 3 )( 4 ) 03/07/2034 Class A Common Stock 50,000 50,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
COTE DAVID M
C/O VERTIV HOLDINGS CO
505 N. CLEVELAND AVE
WESTERVILLE, OH43082
X Executive Chairman
Signatures
/s/ Eric Broxterman, as attorney-in-fact 03/11/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects securities held directly by the Reporting Person's spouse.
( 2 )Reflects securities held directly by David M. Cote 2018 Revocable Trust, of which the Reporting Person is the trustee.
( 3 )The Reporting Person holds an aggregate of 497,826 stock options, including (i) 115,942 stock o ptions granted on February 7, 2020, which vested as to 28,985 on February 7, 2021, 28,986 on February 7, 2022, 28,985 on February 7, 2023, and 28,986 on February 7, 2024 (the "2020 Vested Options"), (ii) 115,942 stock options granted on February 4, 2021, which vested as to 28,986 on each of February 4, 2022 and February 4, 2023, 28,985 on February 4, 2024, and 28,985 on February 4, 2025 (the "2021 Vested Options"), (iii) 115,942 stock options granted on March 3, 2022, which vested as to 28,985 on each of March 3, 2023 and March 3, 2024, and 28,986 on March 3, 2025 (the "2022 Vested Options"), and which will vest as to 28,986 on March 3, 2026, (cont'd in FN4)
( 4 )(cont'd from FN3) (iv) 100,000 stock options granted on March 7, 2023, which vested as to 25,000 on March 15, 2024 (the "2023 Vested Options," and together with the 2020 Vested Options, the 2021 Vested Options and the 2022 Vested Options, the "Fully Vested Options"), and which will vest as to 25,000 on each of March 15, 2025, March 15, 2026 and March 15, 2027, and (v) 50,000 stock options granted to the reporting person on March 7, 2024, which will vest as to 12,500 on each of March 15, 2025, March 15, 2026, March 15, 2027 and March 15, 2028. No exercises with respect to the stock options are being reported in this Form 4.
( 5 )The Reporting Person previously directly beneficially owned these options. On March 10, 2025, the Reporting Person gifted the Fully Vested Options to a grantor retained annuity trust (the "trust"), of which the Reporting Person is the trustee and annuitant and over which securities the Reporting Person maintains indirect beneficial ownership. As of the date of this Form 4, these options have not been exercised and remain held by the trust.

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