Sec Form 4 Filing - GOLDMAN SACHS & CO. LLC @ ProSight Global, Inc. - 2021-08-04

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 GOLDMAN SACHS & CO. LLC 2. Issuer Name and Ticker or Trading Symbol ProSight Global, Inc. [ PROS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 200 WEST STREET, 3. Date of Earliest Transaction (MM/DD/YY) 08/04/2021 (Street) NEW YORK, NY10282 4. If Amendment, Date Original Filed (MM/DD/YY) 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. 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 Common Stock 08/04/2021 J( 1 ) 17,016,059 ( 1 ) D $ 12.85 ( 1 ) 0 I ( 2 ) ( 3 ) See Footnotes ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 )

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 Restricted Stock Units ( 9 ) 08/04/2021 J( 9 ) 11,043 ( 9 ) ( 9 ) ( 9 ) Common Stock 11,043 $ 12.85 ( 9 ) 0 I ( 2 ) ( 3 ) See Footnotes ( 8 ) ( 9 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GOLDMAN SACHS & CO. LLC 200 WEST STREET NEW YORK, NY10282 X GOLDMAN SACHS GROUP INC 200 WEST STREET NEW YORK, NY10282 X GS Capital Partners VI Fund, L.P. 1209 ORANGE STREET WILMINGTON, DE19801 X GS Capital Partners VI Parallel LP 85 BROAD ST NEW YORK, NY10004 X GSCP VI Advisors, L.L.C. 1209 ORANGE STREET WILMINGTON, DE19801 X GSCP VI Offshore Advisors, L.L.C. 1209 ORANGE STREET WILMINGTON, DE19801 X ProSight Parallel Investment LLC C/O GOLDMAN, SACHS & CO. 200 WEST STREET NEW YORK, NY10282 X ProSight Equity Managment Inc. C/O GOLDMAN, SACHS & CO. 200 WEST STREET NEW YORK, NY10282 X ProSight Investment LLC C/O GOLDMAN, SACHS & CO. 200 WEST STREET NEW YORK, NY10282 X GS Capital Partners VI Offshore Fund, L.P. 1209 ORANGE STREET WILMINGTON, DE19801 X Signatures /s/ Jamison Yardley, Attorney-in-fact 08/06/2021 Signature of Reporting Person Date /s/ Jamison Yardley, Attorney-in-fact 08/06/2021 Signature of Reporting Person Date /s/ Jamison Yardley, Attorney-in-fact 08/06/2021 Signature of Reporting Person Date /s/ Jamison Yardley, Attorney-in-fact 08/06/2021 Signature of Reporting Person Date /s/ Jamison Yardley, Attorney-in-fact 08/06/2021 Signature of Reporting Person Date /s/ Jamison Yardley, Attorney-in-fact 08/06/2021 Signature of Reporting Person Date /s/ Jamison Yardley, Attorney-in-fact 08/06/2021 Signature of Reporting Person Date /s/ Jamison Yardley, Attorney-in-fact 08/06/2021 Signature of Reporting Person Date /s/ Jamison Yardley, Attorney-in-fact 08/06/2021 Signature of Reporting Person Date /s/ Jamison Yardley, Attorney-in-fact 08/06/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to a merger on August 4, 2021 (the "Merger"), each share of common stock of the Issuer was converted into the right to receive $12.85 in cash, in accordance with the Agreement and Plan of Merger, dated as of January 14, 2021 ("Merger Agreement"), entered into among Pedal Parent, Inc. ("Parent"), Pedal Merger Sub, Inc., a wholly-owned subsidiary of Parent, and the Issuer. ( 2 )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) ( 3 )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." ( 4 )Goldman Sachs and GS Group may be deemed to beneficially own indirectly securities of the Issuer by reason of direct beneficial ownership of such securities 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 had owned directly 14,821,997 and 2,183,019 shares, respectively, of Common Stock, which may be deemed to have been 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 securities of the Issuer 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. ( 9 )Represents vested restricted stock units ("RSUs") previously awarded by the Issuer to Anthony Arnold, a managing director of Goldman Sachs, for his service as a director of the Issuer and held by Mr. Arnold on behalf of GS Group. On August 4, 2021, the RSUs were cancelled pursuant to the Merger Agreement in exchange for an amount in cash equal to the product the number of shares of common stock subject to the award multiplied by $12.85 per share.

Remarks: This Form 4 has been split into two filings because there are more than 10 Reporting Persons in total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of 10 Reporting Persons.

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).

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