Sec Form 13G Filing - FOLEY WILLIAM P II filing for Dun & Bradstreet Holdings Inc. (DNB) - 2021-02-12

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Amendment No.__)

Under the Securities Exchange Act of 1934

 

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DUN & BRADSTREET HOLDINGS, INC.

 (Name of Issuer)

 

Common Stock, par value $0.0001 per share

 (Title of Class of Securities)

 

26484T106

(CUSIP Number)

December 31, 2020

 (Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

CUSIP No. 26484T106

13G

1	NAMES OF REPORTING PERSONS
	William P. Foley II
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			2,103,193 (See Item 4)
		6	SHARED VOTING POWER
			37,077,809 (1) (See Item 4)
		7	SOLE DISPOSITIVE POWER
			2,103,193 (See Item 4)
		8	SHARED DISPOSITIVE POWER
			37,077,809 (1) (See Item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	39,181,002 (1) (See Item 4)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	9.22% (2) (See Item 4)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

(1)  See Item 4 of this Schedule 13G. Includes all shares of common stock beneficially owned by Bilcar, LLC.

1	NAMES OF REPORTING PERSONS
	Bilcar, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0 (See Item 4)
		6	SHARED VOTING POWER
			37,077,809 (1) (See Item 4)
		7	SOLE DISPOSITIVE POWER
			0 (See Item 4)
		8	SHARED DISPOSITIVE POWER
			37,077,809 (1) (See Item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	37,077,809 (1) (See Item 4)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	8.72% (2) (See Item 4)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1)  See Item 4 of this Schedule 13G. Includes all shares of common stock beneficially owned by Star Parent, L.P.

(2) Based on 423,039,089 shares of Common Stock outstanding as of October 31, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended September 30, 2020, filed with the SEC on November 5, 2020.

Dun & Bradstreet Holdings, Inc. (“Issuer”)

104 JFK Parkway

Short Hills, NJ 07078

This statement is being filed on behalf of William P. Foley II and Bilcar, LLC (“Bilcar”) (collectively, the “Reporting Persons”).  Bilcar is a partnership owned by Mr. Foley and his wife.

An agreement among the Reporting Persons that this Schedule 13G is filed on behalf of each of them is attached hereto as Exhibit 1.

The principal business office of each Reporting Person is:

1701 Village Center Circle

Las Vegas, NV 89134

Mr. Foley is a citizen of the United States. Bilcar is a California limited liability company.

Common Stock, par value $0.0001 per share (“Common Stock”), of the Issuer

26484T106

(a)-(c) The responses of the Reporting Persons to Rows 5, 6, 7, 8, 9 and 11 in each of their respective cover pages which relate to the beneficial ownership of the Common Stock of the Issuer, as of December 31, 2020, are incorporated herein by reference.  As of December 31, 2020, Mr. Foley beneficially owned an aggregate of 39,181,002 shares of Common Stock, which includes (i) 23,193 shares of restricted Common Stock issued to Mr. Foley by the Issuer for his service on the Issuer’s board of directors, which shares will vest on August 12, 2021, (ii) 36,873,585 shares of Common Stock owned by Star Parent, L.P. (“Star Parent”), (iii) 204,224 shares of Common Stock directly owned by Bilcar, and (iv) 2,080,000 shares of Common Stock issuable pursuant to currently exercisable options held by Mr. Foley, representing approximately 9.22% of the shares of Common Stock outstanding (based on 425,119,089 shares of Common Stock outstanding, which includes (i) 423,039,089 shares of Common Stock outstanding as of October 31, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended September 30, 2020, filed with the SEC on November 5, 2020, plus (ii) 2,080,000 shares of Common Stock issuable pursuant to currently exercisable options held by Mr. Foley).  Bilcar is a managing member of Star Parent. Mr. Foley serves as one of two members of the board of managers of Star Parent GP Holding, LLC, the general partner of Star Parent, and may be deemed to have beneficial ownership of all the shares of Common Stock over which Star Parent has voting or dispositive power.

Due to that certain letter agreement, dated as of June 30, 2020, by and among the Bilcar, D&B Holdco, LLC, CC Star Holdings, LP, certain entities affiliated with Thomas H. Lee Partners, L.P., and Black Knight Infoserv, LLC (collectively, the “Letter Agreement Parties”), the Letter Agreement Parties may be deemed to constitute a “group”, within the meaning of Section 13(d)(3) of the Exchange Act that beneficially owns, in the aggregate, 268,283,803 shares representing 62.80% of outstanding Common Stock based on the information concerning beneficial ownership provided to Bilcar by each of the other Letter Agreement Parties.  It is the understanding of Bilcar that each of the other Letter Agreement Parties will be filing a separate Schedule 13G pursuant to Rule 13d-1(k)(2). The Reporting Persons expressly disclaim beneficial ownership over any shares of Common Stock that they may be deemed to beneficially own solely by reason of the Letter Agreement. Except as disclosed herein, this Schedule 13G does not reflect any shares of Common Stock beneficially owned by the other Parties.

 

Not applicable.

 The responses of the Reporting Persons to Items 2(a) and 4 are incorporated herein by reference.

Not applicable.

The responses of the Reporting Persons to Item 4 is incorporated herein by reference.

Not applicable.

Not applicable.

Signature

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated:  February 12, 2021

 

EXHIBIT INDEX

 

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