0001104659-21-101688.txt : 20210806 0001104659-21-101688.hdr.sgml : 20210806 20210806194052 ACCESSION NUMBER: 0001104659-21-101688 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210804 FILED AS OF DATE: 20210806 DATE AS OF CHANGE: 20210806 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PISZEL ANTHONY S CENTRAL INDEX KEY: 0001233223 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38996 FILM NUMBER: 211154275 MAIL ADDRESS: STREET 1: C/O PRUDENTIAL FINANCIAL INC STREET 2: 751 BROAD ST 4TH FL CITY: NEWARK STATE: NJ ZIP: 07102 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ProSight Global, Inc. CENTRAL INDEX KEY: 0001634038 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 352405664 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 412 MT. KEMBLE AVENUE STREET 2: SUITE 300C CITY: MORRISTOWN STATE: NJ ZIP: 07960 BUSINESS PHONE: (973)532-1725 MAIL ADDRESS: STREET 1: 412 MT. KEMBLE AVENUE STREET 2: SUITE 300C CITY: MORRISTOWN STATE: NJ ZIP: 07960 4 1 tm2124424d3_4.xml OWNERSHIP DOCUMENT X0306 4 2021-08-04 1 0001634038 ProSight Global, Inc. PROS 0001233223 PISZEL ANTHONY S 412 MT. KEMBLE AVENUE SUITE 300 MORRISTOWN NJ 07960 0 1 0 0 Chief Financial Officer Common Stock 2021-08-04 4 D 0 50178 12.85 D 73945 D Common Stock 2021-08-04 4 D 0 32220 D 41725 D Common Stock 2021-08-04 4 D 0 41725 D 0 D Restricted Stock Units 2021-08-04 4 D 0 146235 D Common Stock 146235 21588 D Performance-based Restricted Stock Units 2021-08-04 4 D 0 21588 D Common Stock 21588 0 D Disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 14, 2021 , by and among ProSight Global, Inc. (the "Issuer"), Pedal Parent, Inc. and Pedal Merger Sub, Inc. providing for the merger of the Issuer and Pedal Merger Sub, Inc. (the "Merger") and, at the effective time of the Merger, each share of the Issuer's common stock was converted into the right to receive $12.85 in cash, without interest and less any required withholding taxes (the "Per Share Merger Consideration"). The Merger was completed on August 4, 2021. Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding vested and unvested award of shares subject to time-based vesting conditions was cancelled and converted into the right to receive an amount in cash, less any required withholding taxes, equal to the product of (A) the number of shares subject to such award multiplied by (B) the Per Share Consideration. Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding vested and unvested award of shares subject to performance-based vesting conditions was cancelled and converted into the right to receive an amount in cash, less any required withholding taxes, equal to the product of (A) the number of shares subject to such award that became vested based on the higher of target performance and actual performance multiplied by (B) the Per Share Consideration. Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding vested and unvested time-vesting restricted stock unit award was cancelled and converted into the right to receive an amount in cash, less any required withholding taxes, equal to the product of (A) the number of shares subject to such award multiplied by (B) the Per Share Consideration. Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding vested and unvested performance-based restricted stock unit award was cancelled and converted into the right to receive an amount in cash, less any required withholding taxes, equal to the product of (A) the number of shares subject to such award that became vested based on the higher of target performance and actual performance multiplied by (B) the Per Share Consideration. /s/ Patrick Horan (Attorney-in-Fact) 2021-08-06