4//SEC Filing
TPG Advisors VI, Inc. 4
Accession 0001387131-19-005595
CIK 0001634038other
Filed
Jul 30, 8:00 PM ET
Accepted
Jul 31, 6:15 PM ET
Size
12.8 KB
Accession
0001387131-19-005595
Insider Transaction Report
Form 4
TPG Advisors VI, Inc.
10% Owner
Transactions
- Sale
Common Stock
2019-07-29$13.09/sh−1,785,715$23,375,009→ 16,950,394 total(indirect: See Explanation of Responses)
BONDERMAN DAVID
10% Owner
Transactions
- Sale
Common Stock
2019-07-29$13.09/sh−1,785,715$23,375,009→ 16,950,394 total(indirect: See Explanation of Responses)
COULTER JAMES G
10% Owner
Transactions
- Sale
Common Stock
2019-07-29$13.09/sh−1,785,715$23,375,009→ 16,950,394 total(indirect: See Explanation of Responses)
TPG Advisors VI-AIV, Inc.
10% Owner
Transactions
- Sale
Common Stock
2019-07-29$13.09/sh−1,785,715$23,375,009→ 16,950,394 total(indirect: See Explanation of Responses)
Footnotes (5)
- [F1]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 12,038,268 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 9,631 shares of Common Stock, (b) TPG PS 2, L.P., which directly holds 182,988 shares of Common Stock, (c) TPG PS 3, L.P., which directly holds 4,700,084 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 19,423 shares of Common Stock.
- [F2]On July 25, 2019, the Issuer merged with its parent company, ProSight Global Holdings Limited ("PGHL"), with the Issuer as the surviving entity (the "Reorganization"). As a consequence of the Reorganization, the Issuer issued an aggregate of 18,736,109 shares of Common Stock to the TPG Funds for the then-outstanding equity interests of PGHL held by the TPG Funds. The Reorganization did not alter the proportionate interests of securities holders.
- [F3]On July 24, 2019, the TPG Funds entered into an underwriting agreement with Goldman Sachs & Co. LLC and Barclays Capital Inc., as representatives of the several underwriters named in Schedule I thereto (collectively, the "Underwriters"), whereby the TPG Funds agreed to sell, and the Underwriters agreed to purchase, an aggregate of 1,785,715 shares of Common Stock at a price of $13.09 per share (the "Secondary Share Sale"). On July 29, 2019, the Secondary Share Sale closed.
- [F4]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.
- [F5]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.
Documents
Issuer
ProSight Global, Inc.
CIK 0001634038
Entity typeother
Related Parties
1- filerCIK 0001433038
Filing Metadata
- Form type
- 4
- Filed
- Jul 30, 8:00 PM ET
- Accepted
- Jul 31, 6:15 PM ET
- Size
- 12.8 KB