4//SEC Filing
Hannon Lawrence 4
Accession 0001144204-19-036312
CIK 0001634038other
Filed
Jul 25, 8:00 PM ET
Accepted
Jul 26, 6:43 PM ET
Size
16.4 KB
Accession
0001144204-19-036312
Insider Transaction Report
Form 4
Hannon Lawrence
DirectorPresident and CEO
Transactions
- Other
Common Stock
2019-07-24+50,130→ 50,130 total - Award
Restricted Stock Units
2019-07-25+17,857→ 17,857 total→ Common Stock (17,857 underlying) - Award
Restricted Stock Units
2019-07-24+57,271→ 57,271 total→ Common Stock (57,271 underlying) - Award
Restricted Stock Units
2019-07-25+125,000→ 125,000 total→ Common Stock (125,000 underlying) - Award
Restricted Stock Units
2019-07-25+223,319→ 223,319 total→ Common Stock (223,319 underlying)
Footnotes (6)
- [F1]Received in connection with the merger of ProSight Global Holdings Limited ("PGHL") with and into its wholly-owned subsidiary, ProSight Global, Inc. ("PGI"), which was consummated in connection with PGI's initial public offering (the "Reorganization"), in exchange for equity interests in PGHL. As a result of the Reorganization, the separate existence of PGHL ceased, and PGI, as the surviving entity, continued its corporate existence under the laws of the State of Delaware.
- [F2]Each restricted stock unit ("RSU") represents a contingent right to receive one share of PGI's common stock.
- [F3]Represents vested RSUs initially granted under PGHL's 2010 Equity Incentive Plan (the "2010 Plan") that were exchanged for vested RSUs over shares of PGI's common stock in the Reorganization. RSUs are settled on the earliest to occur of the grantee's death or disability, termination of service to PGI, a "change of control" (as defined in the 2010 Plan) that constitutes a "change in control event" pursuant to Section 409A of the Internal Revenue Code of 1986, as amended, or the fifth anniversary of the grant date.
- [F4]Represents supplemental RSUs granted on July 25, 2019, in connection with PGI's initial public offering. 25% of the RSUs were vested on the grant date, 25% will vest on the second anniversary of the grant date subject to the grantee's continued employment through such date, and 50% will vest on the third anniversary of the grant date subject to the grantee's continued employment through such date, provided that upon the grantee's termination of employment due to death or disability or upon the grantee's termination of employment by PGI without cause or by the grantee for good reason, the RSUs will vest in full.
- [F5]Represents 2019 LTIP RSUs granted on July 25, 2019, in connection with PGI's initial public offering, which will vest ratably over three years on each of the first, second and third anniversary of the grant date subject to the grantee's continued employment through each such date, provided that (i) upon the grantee's termination of employment due to death or disability or, during the six months preceding or 24 months following a change in control, upon the grantee's termination of employment by PGI without cause or by the grantee for good reason, the RSUs will vest in full and (ii) upon the grantee's termination of employment by PGI without cause or by the grantee for good reason in the absence of a change in control, a pro-rated portion of the unvested RSUs will vest.
- [F6]Represents founders RSUs granted on July 25, 2019, in connection with PGI's initial public offering, which will cliff vest on the third anniversary of the grant date subject to the grantee's continued employment through such date, provided that the RSUs will vest in full upon the grantee's termination of employment due to death or disability or the grantee's termination of employment by PGI without cause or by the grantee for good reason.
Documents
Issuer
ProSight Global, Inc.
CIK 0001634038
Entity typeother
Related Parties
1- filerCIK 0001782475
Filing Metadata
- Form type
- 4
- Filed
- Jul 25, 8:00 PM ET
- Accepted
- Jul 26, 6:43 PM ET
- Size
- 16.4 KB