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SEC FORM 4 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*
GSAM Holdings LLC

(Last) (First) (Middle)
C/O GS ACQUISITION HOLDINGS CORP
200 WEST STREET

(Street)
NEW YORK NY 10282

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
GS Acquisition Holdings Corp [ GSAH ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/08/2018
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
Class A common stock 06/08/2018 P 9,500 A $10.1504(3) 9,500 I See footnotes(1)(2)
Class A common stock 06/08/2018 S 29,500 D $10.2196(4) 0 I See footnotes(1)(2)
Class A common stock 06/12/2018 P 20,000 A $10.2(5) 0 I See footnotes(1)(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 (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
Explanation of Responses:
1. This statement is being filed by GSAM Holdings LLC (the "Reporting Person"). The Reporting Person is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. ("GS Group"). The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any.
2. The shares reported herein are included as part of units purchased and sold and beneficially owned directly by Goldman Sachs & Co. LLC. ("Goldman Sachs") and indirectly by GS Group. Goldman Sachs is a subsidiary of GS Group. Each such unit consists of one share of Class A common stock, par value $0.001 per share (the "Class A Common Stock") and one-third of one redeemable warrant. The warrants will become exercisable, if at all, on the later of 30 days after the completion of the Company's initial business combination and 12 months from the closing of the Company's initial public offering. Without admitting any legal obligation, Goldman Sachs or an affiliate of GS Group will remit appropriate profits to the Company.
3. Reflects a weighted average purchase price of $10.1504 per share, at prices ranging from $10.15 to $10.19 per share. The Reporting Person will provide, upon request by the staff of the Securities and Exchange Commission, the Company, or a security holder of the Company, full information regarding the number of shares purchased at each separate price.
4. Reflects a weighted average purchase price of $10.2196 per share, at prices ranging from $10.13 to $10.25 per share. The Reporting Person will provide, upon request by the staff of the Securities and Exchange Commission, the Company, or a security holder of the Company, full information regarding the number of shares purchased at each separate price.
5. Reflects a weighted average purchase price of $10.2000 per share, at prices ranging from $10.15 to $10.20 per share. The Reporting Person will provide, upon request by the staff of the Securities and Exchange Commission, the Company, or a security holder of the Company, full information regarding the number of shares purchased at each separate price.
Remarks:
GSAM HOLDINGS LLC, By: /s/ Judith Shandling, Compliance Officer 06/12/2018
** 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.
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