Sec Form 4 Filing - TPG Advisors VI, Inc. @ ProSight Global, Inc. - 2019-08-15

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
TPG Advisors VI, Inc.
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)
C/O TPG GLOBAL, LLC,, 301 COMMERCE STREET, SUITE 3300
3. Date of Earliest Transaction (MM/DD/YY)
08/15/2019
(Street)
FORT WORTH, TX76102
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 08/15/2019 S 589,285 D $ 13.09 16,361,109 I See Explanation of Responses ( 1 ) ( 2 ) ( 3 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Ot her
TPG Advisors VI, Inc.
C/O TPG GLOBAL, LLC,
301 COMMERCE STREET, SUITE 3300
FORT WORTH, TX76102
X
TPG Advisors VI-AIV, Inc.
C/O TPG GLOBAL, LLC,
301 COMMERCE STREET, SUITE 3300
FORT WORTH, TX76102
X
BONDERMAN DAVID
C/O TPG GLOBAL, LLC,
301 COMMERCE STREET, SUITE 3300
FORT WORTH, TX76102
X
COULTER JAMES G
C/O TPG GLOBAL, LLC,
301 COMMERCE STREET, SUITE 3300
FORT WORTH, TX76102
X
Signatures
/s/ Michael LaGatta, Vice President, TPG Advisors VI, Inc. (4) 08/19/2019
Signature of Reporting Person Date
/s/ Michael LaGatta, Vice President, TPG Advisors VI-AIV Inc. (4) 08/19/2019
Signature of Reporting Person Date
/s/ Bradford Berenson on behalf of David Bonderman (4)(5) 08/19/2019
Signature of Reporting Person Date
/s/ Bradford Berenson on behalf of James G. Coulter (4)(5) 08/19/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )David Bonderman and James G. Coulter are sole shareholders of each of (i) TPG Advisors VI, Inc., which is the general partner of Prosight TPG, L.P., which directly holds 11,619,755 shares of Common Stock ("Common Stock") of ProSight Global, Inc. (the "Issuer"), and (ii) TPG Advisors VI-AIV Inc. (together with TPG Advisors VI, Inc. and Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the general partner of each of (a) TPG PS 1, L.P., which directly holds 9,296 shares of Common Stock, (b) TPG PS 2, L.P., which directly holds 176,626 shares of Common Stock, (c) TPG PS 3, L.P., which directly holds 4,536,684 shares of Common Stock, and (d) TPG PS 4, L.P. (together with Prosight TPG, L.P., TPG PS 1, L.P., TPG PS 2, L.P. and TPG PS 3, L.P., the "TPG Funds"), which directly holds 18,748 shares of Common Stock.
( 2 )Because of the relationship between the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective direct or indirect pecuniary interests therein. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.
( 3 )Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

Remarks:
(4) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. (5) Bradford Berenson is signing on behalf of both Messrs. Bonderman and Coulter pursuant to the authorization and designation letters dated March 13, 2018, which were previously filed with the Securities and Exchange Commission

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