4//SEC Filing
Papalia Frank 4
Accession 0001144204-19-036315
CIK 0001634038other
Filed
Jul 25, 8:00 PM ET
Accepted
Jul 26, 6:43 PM ET
Size
13.8 KB
Accession
0001144204-19-036315
Insider Transaction Report
Form 4
Papalia Frank
Chief Legal Officer
Transactions
- Award
Restricted Stock Units
2019-07-25+124,451→ 124,451 total→ Common Stock (124,451 underlying) - Other
Common Stock
2019-07-24+25,905→ 25,905 total - Award
Restricted Stock Units
2019-07-24+37,394→ 37,394 total→ Common Stock (37,394 underlying) - Award
Restricted Stock Units
2019-07-25+4,167→ 4,167 total→ Common Stock (4,167 underlying)
Footnotes (5)
- [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.
Documents
Issuer
ProSight Global, Inc.
CIK 0001634038
Entity typeother
Related Parties
1- filerCIK 0001782590
Filing Metadata
- Form type
- 4
- Filed
- Jul 25, 8:00 PM ET
- Accepted
- Jul 26, 6:43 PM ET
- Size
- 13.8 KB