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"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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| 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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
| ( 1 )This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman Sachs & Co. LLC ("Goldman Sachs"), GSCP VI Advisors, L.L.C. ("GSCP VI Advisors"), GS Advisors VI, L.L.C. ("GS Advisors VI"), GSCP VI Offshore Advisors, L.L.C. ("GSCP VI Offshore Advisors"), Goldman, Sachs Management GP GmbH ("GS GmbH"), GS Capital Partners VI Fund, L.P. ("GS Capital VI"), GS Capital Partners VI Parallel, L.P. ("GS Capital VI Parallel"), GS Capital Partners VI Offshore Fund, L.P. ("GS VI Offshore"), GS Capital Partners VI GmbH & Co. KG ("GS Germany VI" and, together with GS Capital VI, GS Capital VI Parallel and GS VI Offshore, the "Funds"),(continued in next footnote)|
( 2 )ProSight Investment LLC ("ProSight Investment"), ProSight Parallel Investment LLC ("Parallel Investment") and ProSight Equity Management Inc. ("Equity Management"). GS Group, Goldman Sachs, GSCP VI Advisors, GS Advisors VI, GSCP VI Offshore Advisors, GS GmbH, the Funds, ProSight Investment, Parallel Investment and Equity Management are defined collectively as the "Reporting Persons."
( 3 )Pursuant to an underwriting agreement, dated July 24, 2019 (the "Underwriting Agreement"), and in connection with the registered public offering of shares of common stock, par value $0.01 per share of the Issuer (the "Common Stock"), pursuant to the final prospectus dated July 25, 2019, which offering was consummated on July 29, 2019 (the "Offering"), Prosight Investment and Parallel Investment sold in aggregate of 1,785,715 shares of Common Stock, consisting of 1,556,474 shares of Common Stock sold by Prosight Investment and 229,241 shares of Common Stock sold by Parallel Investment. Goldman Sachs was one of the underwriters in the Offering.
( 4 )Goldman Sachs and GS Group may be deemed to beneficially own indirectly 17,594,301 shares Common Stock by reason of direct beneficial ownership of such shares by ProSight Investment and Parallel Investment. Affiliates of Goldman Sachs and GS Group are the general partner, managing general partner, managing partner, managing member or member of the Funds. Goldman Sachs is a subsidiary of GS Group. Goldman Sachs is the investment manager of certain of the Funds.
( 5 )ProSight Investment and Parallel Investment own directly 15,335,633 and 2,258,668 shares, respectively, of Common Stock, which may be deemed to be beneficially owned indirectly by their managing member, Equity Management.
( 6 )Shares of Common Stock that correspond to certain of the Funds' membership interests in ProSight Investment may be deemed to be beneficially owned indirectly by: GS Capital VI, which may, in turn, be deemed to be beneficially owned indirectly by its general partner, GSCP VI Offshore Advisors; GS VI Offshore, which may, in turn, be deemed to be beneficially owned indirectly by its general partner GSCP VI Offshore Advisors; and GS Germany VI, which may, in turn, be deemed to be beneficially owned indirectly by its general partner, GS GmbH.
( 7 )Shares of Common Stock that correspond to GS Parallel's membership interests in Parallel Investment may be deemed to be beneficially owned indirectly by GS Parallel, which may, in turn, be deemed to be beneficially owned indirectly by its general partner, GS Advisors VI.
( 8 )The Reporting Persons disclaim beneficial ownership of all shares of Common Stock in excess of their pecuniary interest, if any, and this report shall not be deemed an admission that any such entity is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
In connection with the Issuer's initial public offering, ProSight Global Holdings, Inc., an exempted company incorporated in Bermuda and the Issuer's direct parent ("PGHL"), merged with and into the Issuer (the "Reorganization"). As a result of the Reorganization, the separate existence of PGHL ceased, and the Issuer, as the surviving entity, continued its corporate existence under the laws of the State of Delaware. Pursuant to the Reorganization, each holder of PGHL's shares of capital stock received 6.46 shares of Common Stock in exchange for every one share of capital stock of PGHL held by such holder. The Reorganization did not alter the proportionate interests of the securities holders.
|* 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).|