UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~May~~July 1230, 2021

PROSIGHT GLOBAL, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

001-38996	35-2405664
(Commission File Number)	(I.R.S. Employer Identification No.)

412 Mt. Kemble Avenue, Suite 300,
Morristown, New Jersey	07960
(Address of Principal Executive Offices)	(Zip Code)

(973) 532-1900

Registrant’s Telephone Number, Including Area Code)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:		Trading Symbol(s)		Name of each exchange on which registered:
Common Stock, par value $0.01 per share		PROS		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 58.0201. ~~Departure~~Other ~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Events.

OnAs ~~May~~previously 12disclosed, ~~2021,~~on ~~Robert~~January ~~Bailey~~14, ~~notified~~2021, ProSight Global, Inc., a Delaware corporation (the “Company”) entered into an Agreement and Plan of ~~his~~Merger ~~decision~~(the to“Merger ~~retire~~Agreement”) asby and among Pedal Parent Inc., a Delaware corporation (“Parent”), owned by affiliates of TowerBrook Capital Partners L.P. and Further Global Capital Management, Pedal Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and the Company’s, filed ~~Chief~~as ~~Underwriting~~Exhibit 2.1 to our Current Report on Form 8-K dated January 14, 2021 and ~~Risk~~filed with the Securities and Exchange ~~Officer~~Commission on January 19, 2021. Pursuant to the Merger Agreement and subject to the terms and conditions therein, Merger Sub will be merged with and into the Company (the “Merger”), with the Company surviving as a wholly owned subsidiary of Parent. The consummation of the Merger is conditioned upon, among other things, the receipt of required regulatory approvals, including those from the New York Department of Financial Services (“NYDFS”) and Arizona Department of Insurance and Financial Institutions (“AZDOI”).

InOn ~~connection~~July ~~with~~30, ~~his retirement~~2021, ~~Mr.~~ ~~Bailey~~the ~~has~~Company ~~entered into~~ issued a ~~Transition~~press ~~and~~release ~~Separation~~announcing ~~Agreement~~that ~~with~~ the Company ~~(the “Transition Agreement”) pursuant to which he~~ has ~~agreed~~now toreceived ~~provide~~all ~~certain~~regulatory ~~transition~~approvals ~~services~~necessary to ~~the~~complete ~~Company until~~ the ~~earlier of (i) the closing of the Company’s previously announced merger transaction contemplated by that certain Agreement and Plan of~~ Merger~~, dated as of January 14, 2021, by and~~ ~~among~~under ~~Pedal~~the ~~Parent, Inc., Pedal~~ Merger ~~Sub, Inc~~Agreement. ~~and~~A ~~the~~copy ~~Company~~of (the ~~“Merger~~press ~~Agreement”)~~release ~~and~~is ~~(ii)~~attached ~~September~~hereto 1,as ~~2021 (such~~Exhibit ~~earlier date, the “Termination Date”)~~99.1.

~~The~~Completion ~~Transition~~of ~~Agreement~~the ~~entitles Mr.~~Merger ~~Bailey,~~remains subject to ~~Mr.~~customary ~~Bailey’s~~closing ~~general~~conditions. ~~release~~Subject ofto ~~claims,~~their ~~satisfactory performance of his transition duties through the Termination Date and his ongoing compliance with certain restrictive covenants~~satisfaction, ~~to a lump sum payment of~~ the ~~severance payments described in his employment agreement with the~~ Company, ~~dated~~currently asexpects ~~of August 7, 2019 (~~the ~~“Employment~~Merger ~~Agreement”), and, if the Termination Date occurs prior~~ to ~~September 1, 2021, such lump sum payment shall~~ be ~~increased~~consummated toon ~~include payment of Mr. Bailey’s current base salary through~~or ~~September~~about 1,August ~~2021~~4, ~~and Mr. Bailey’s Target Pro Rata Bonus (as defined in the Employment Agreement) shall be pro-rated through and including September 1,~~ 2021 ~~(such that the Target Pro Rata Bonus shall be equal to 75% of his target bonus for the 2021 calendar year)~~.

~~Additionally,~~FORWARD-LOOKING the Transition Agreement provides that, subject to Mr. Bailey’s general release of claims, satisfactory performance of his transition duties through the Termination Date and his ongoing compliance with certain restrictive covenants, Mr. Bailey’s outstanding equity awards will, to the extent not previously vested, vest in full on the Termination Date and will be settled in cash at a price of $12.85 per share.STATEMENTS

~~The~~This ~~foregoing~~Current ~~description of~~Report on Form 8-K and the ~~Transition~~other documents ~~Agreement~~referenced ~~does~~therein ~~not~~may ~~purport~~contain tocertain be“forward-looking ~~complete~~statements” ~~and~~(including is“forward-looking ~~qualified~~statements” within inthe ~~its~~meaning ~~entirety~~of bythe ~~reference~~U.S. Private Securities Litigation Reform Act of 1995) with respect to the ~~Transition~~financial ~~Agreement~~condition, ~~which~~ isresults ~~filed~~of asoperations and ~~Exhibit~~business ~~10.1~~of ~~hereto~~the Company and iscertain ~~incorporated~~plans ~~herein~~and byobjectives ~~reference.~~of ~~For~~the aboard ~~detailed~~of ~~description~~directors of the ~~Employment~~Company. ~~Agreement, please~~All ~~see~~statements ~~Item~~other 11than –statements of ~~“Executive~~historical ~~Compensation”~~or ofcurrent ~~the~~facts ~~Company’s~~included ~~most~~in ~~recent~~this ~~Annual~~Current Report on Form 108-K are forward-looking statements. Forward-looking statements often use words such as “anticipate”, ~~filed~~“target”, ~~with~~“expect”, “estimate”, “intend”, ~~the~~“plan”, ~~United~~“goal”, ~~States~~“believe”, ~~Securities~~“will”, “may”, “should”, “would”, “could” or other words or terms of similar meaning. Such statements are based upon our current beliefs and ~~Exchange~~expectations ~~Commission~~and are onsubject ~~February~~to ~~23,~~significant ~~2021~~risks and uncertainties. Actual results may vary materially from those set forth in the forward-looking statements.

Although the Company believes the expectations contained in its forward-looking statements are reasonable, it can give no assurance that such expectations will prove correct. Such risks and uncertainties include: risks and uncertainties related to the Merger Agreement including, but not limited to: the expected timing and likelihood of completion of the pending Merger; potential legal proceedings that may be instituted against the Company following announcement of the transaction; the state of the credit markets generally and the availability of financing; the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; the risk that the parties may not be able to satisfy the conditions to the pending Merger in a timely manner or at all; risks related to disruption of management time from ongoing business operations due to the proposed Merger; the risk that any announcements relating to the pending Merger could have adverse effects on the market price of the Company’s common stock; and the risk that the proposed Merger and its announcement could have an adverse effect on the ability of the Company to retain and hire key personnel and maintain relationships with its customers, agents or business counterparties, and on its operating results and businesses generally. The Company undertakes no obligation to correct or update any forward-looking statements, whether as a result of new information, future events or otherwise. Additional information on factors that may affect the business and financial results of the Company can be found in the filings of the Company made from time to time with the SEC. Unless indicated otherwise, the terms “ProSight,” “Company,” “we,” “us,” and “our” each refer collectively to the Company and its subsidiaries.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are being filed herewith:

Exhibit Index to Current Report on Form 8-K

Exhibit Number		Description
10.1		Transition Agreement, dated May 12, 2021, between Robert Bailey and ProSight Global, Inc.
99.1		Press Release dated July 30, 2021.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ProSight Global, Inc. (Registrant)
	ProSight Global, Inc.
Date: May 12, 2021	By:	/s/ Frank D. Papalia
	(Registrant)
		Frank D. Papalia
Date: July 30, 2021	By:	/s/ Linda Lin
		Chief Legal Officer
		Linda Lin
		General Counsel and Secretary

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