Sec Form 3 Filing - Chu Chinh @ Dun & Bradstreet Holdings, Inc. - 2020-07-01

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
Chu Chinh
2. Issuer Name and Ticker or Trading Symbol
Dun & Bradstreet Holdings, Inc. [ DNB]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O DUN & BRADSTREET HOLDINGS, INC., 103 JOHN F. KENNEDY PARKWAY
3. Date of Earliest Transaction (MM/DD/YY)
07/01/2020
(Street)
SHORT HILLS, NJ07078
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 204,224 I See Footnotes ( 1 ) ( 2 )
Common Stock 11,412,601 I See Footnotes ( 1 ) ( 3 )
Common Stock 4,614,675 I See Footnotes ( 1 ) ( 4 )
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
Option (right to buy) $ 22 06/30/2020 06/30/2027 Common Stock 2,080,000 D ( 5 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Chu Chinh
C/O DUN & BRADSTREET HOLDINGS, INC.
103 JOHN F. KENNEDY PARKWAY
SHORT HILLS, NJ07078
X X
CC Star Holdings, LP
C/O DUN & BRADSTREET HOLDINGS, INC.
103 JOHN F. KENNEDY PARKWAY
SHORT HILLS, NJ07078
X X
CC Capital GP, LLC
C/O DUN & BRADSTREET HOLDINGS, INC.
103 JOHN F. KENNEDY PARKWAY
SHORT HILLS, NJ07078
X X
Signatures
See Exhibit 99.1 07/01/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On July 1, 2020, Dun & Bradstreet Holdings, Inc. (the "Company") priced the initial public offering (the "IPO") of its common stock. This report is being filed by: Chinh E. Chu ("Mr. Chu"), CC Star Holdings, LP, and CC Capital GP, LLC (together, the "Reporting Persons" and each a "Reporting Person"). Mr. Chu, the sole member of CC Capital GP, LLC, serves on the Board of Directors of the Company (the "Board"). Solely for the purpose of Section 16 of the Exchange Act of 1934 (the "Exchange Act"), the Reporting Persons may be deemed to be directors-by-deputization as a result of the service of Mr. Chu on the Board.
( 2 )Shares directly owned by CC Star Holdings, LP. Mr. Chinh or his affiliates and related trusts may be deemed to directly or indirectly have a pecuniary interest in such shares through his interests in the direct and indirect limited partners of CC Star Holdings, LP. 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 such shares in excess of their respective pecuniary interests.
( 3 )Shares directly owned by Star Parent, L.P. Mr. Chinh or his affiliates and related trusts may be deemed to directly or indirectly have a pecuniary interest in such shares through his interests in the direct and indirect limited partners of Star Parent, L.P. Star Parent, L.P. reports its beneficial ownership in independent Section 16 reports, not as part of the joint filing group reporting herein. 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 such shares in excess of their respective pecuniary interests.
( 4 )Shares directly owned by CC DNB Holdings, L.P. and CC Star Holdings, LP. Pursuant to the terms of a voting agreement entered into in connection with the IPO, CC DNB Holdings, L.P. delegated its voting rights over such shares to CC Star Holdings, LP. CC Capital GP, LLC is the general partner of CC Star Holdings, LP. Mr. Chu is the sole member of CC Capital GP, LLC.
( 5 )Options granted by the Company in the IPO directly owned by Mr. Chu.

Remarks:
Exhibit 24.1 (Power of Attorney) Exhibit 99.1 (Joint Filer Information) is incorporated herein by reference.

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