SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Beneducci Joseph J

(Last)

(First)

(Middle)

412 MT. KEMBLE AVENUE, SUITE 300

(Street)

MORRISTOWN

07960

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ProSight Global, Inc. [ PROS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
07/24/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/24/2019		J⁽¹⁾		30,102⁽¹⁾⁽²⁾	A	⁽¹⁾	30,102	D

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽³⁾	07/24/2019		A		104,206		⁽³⁾	⁽³⁾	Common Stock	104,206	⁽³⁾	104,206	D
Restricted Stock Units	⁽⁴⁾	07/24/2019		A		64,600		⁽⁴⁾	⁽⁴⁾	Common Stock	64,600	⁽⁴⁾	64,600	D

Explanation of Responses:

1. 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.

2. Represents 168,089 shares of common stock of PGI offset by 137,987 shares of common stock of PGI pursuant to that certain Transition and Separation Agreement, dated May 3, 2019, between PGI and the Reporting Person.

3. Represents vested restricted stock units ("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 PSI, 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. Each RSU represents a contingent right to receive one share of PGI's common stock.

4. Represents unvested RSUs initially granted on March 7, 2016 under the 2010 Plan that were exchanged for unvested RSUs over shares of PGI's common stock in the Reorganization. The RSUs will vest upon the consummation of a transaction in which PGI's principal stockholders dispose of at least 80% of their shares, provided that the principal stockholders receive a certain minimum net internal rate of return and net multiple of invested capital in that transaction and subject to the Reporting Person's continued employment. Each RSU represents a contingent right to receive one share of PGI's common stock.

	/s/ Frank D. Papalia (Attorney-in-Fact)	07/26/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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