*
|
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page.
|
CUSIP No. G0692 U109
|
|
1.
|
|
Name of Reporting Person
T-VIII PubOpps LP
|
||
2.
|
|
Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☒
|
||
3.
|
|
SEC Use Only
|
||
4.
|
|
Source of Funds
AF
|
||
5.
|
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
||
6.
|
|
Citizenship or Place of Organization
Delaware
|
||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
None
|
|
8.
|
|
Shared Voting Power
6,777,806
|
|
|
9.
|
|
Sole Dispositive Power
None
|
|
|
10.
|
|
Shared Dispositive Power
6,777,806
|
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
6,777,806
|
||
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
||
13.
|
|
Percent of Class Represented by Amount in Row (11)
8.0%*
|
||
14.
|
|
Type of Reporting Person
PN
|
*
|
The calculation of the percentages herein are based on 84,306,657 common shares outstanding as of July 24, 2020, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed July 28, 2020.
|
CUSIP No. G0692 U109
|
|
1.
|
|
Name of Reporting Person
T-VIII PubOpps GP LLC
|
||
2.
|
|
Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☒
|
||
3.
|
|
SEC Use Only
|
||
4.
|
|
Source of Funds
AF
|
||
5.
|
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
||
6.
|
|
Citizenship or Place of Organization
Delaware
|
||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
None
|
|
8.
|
|
Shared Voting Power
6,777,806
|
|
|
9.
|
|
Sole Dispositive Power
None
|
|
|
10.
|
|
Shared Dispositive Power
6,777,806
|
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
6,777,806
|
||
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
||
13.
|
|
Percent of Class Represented by Amount in Row (11)
8.0%
|
||
14.
|
|
Type of Reporting Person
OO
|
CUSIP No. G0692 U109
|
|
1.
|
|
Name of Reporting Person
Trident VIII, L.P.
|
||
2.
|
|
Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☒
|
||
3.
|
|
SEC Use Only
|
||
4.
|
|
Source of Funds
BK
|
||
5.
|
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
||
6.
|
|
Citizenship or Place of Organization
Cayman Islands
|
||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
None
|
|
8.
|
|
Shared Voting Power
6,777,806
|
|
|
9.
|
|
Sole Dispositive Power
None
|
|
|
10.
|
|
Shared Dispositive Power
6,777,806
|
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
6,777,806
|
||
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
||
13.
|
|
Percent of Class Represented by Amount in Row (11)
8.0%
|
||
14.
|
|
Type of Reporting Person
PN
|
CUSIP No. G0692 U109
|
|
1.
|
|
Name of Reporting Person
Trident Capital VIII, L.P.
|
||
2.
|
|
Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☒
|
||
3.
|
|
SEC Use Only
|
||
4.
|
|
Source of Funds
AF
|
||
5.
|
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
||
6.
|
|
Citizenship or Place of Organization
Cayman Islands
|
||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
None
|
|
8.
|
|
Shared Voting Power
6,777,806
|
|
|
9.
|
|
Sole Dispositive Power
None
|
|
|
10.
|
|
Shared Dispositive Power
6,777,806
|
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
6,777,806
|
||
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
||
13.
|
|
Percent of Class Represented by Amount in Row (11)
8.0%
|
||
14.
|
|
Type of Reporting Person
PN
|
CUSIP No. G0692 U109
|
|
1.
|
|
Name of Reporting Person
Stone Point Capital LLC
|
||
2.
|
|
Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☒
|
||
3.
|
|
SEC Use Only
|
||
4.
|
|
Source of Funds
AF
|
||
5.
|
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
||
6.
|
|
Citizenship or Place of Organization
Delaware
|
||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
None
|
|
8.
|
|
Shared Voting Power
6,777,806
|
|
|
9.
|
|
Sole Dispositive Power
None
|
|
|
10.
|
|
Shared Dispositive Power
None
|
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
6,777,806
|
||
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
||
13.
|
|
Percent of Class Represented by Amount in Row (11)
8.0%
|
||
14.
|
|
Type of Reporting Person
OO
|
(i) |
T8 GP, in its capacity as sole general partner of T8;
|
(ii) |
Trident VIII, in its capacity as the managing member of T8 GP;
|
(iii) |
Trident VIII GP, in its capacity as sole general partner of Trident VIII; and
|
(iv) |
Stone Point, in its capacity as the investment manager of T8.
|
Date of Transaction
|
Quantity of Common Shares(1)
|
Price per Share(2)
|
Range of Prices Per Share(1)
|
08/20/2020
|
300,000
|
$45.58
|
$45.24 to $45.71
|
08/21/2020
|
250,000
|
$45.00
|
$44.77 to $45.25
|
08/24/2020
|
61,415
|
$45.71
|
$45.49 to $45.75
|
08/25/2020
|
388,170
|
$45.64
|
$45.13 to $45.75
|
08/26/2020
|
75,557
|
$45.34
|
$44.75 to $45.50
|
(1) |
Upon request by the staff of the U.S. Securities and Exchange Commission (the “SEC”), full information regarding the number of shares purchased at each separate price
will be provided.
|
(2) |
Represents the weighted average price for shares purchased in multiple transactions.
|
Exhibit
|
|
Description
|
A.
|
|
Joint Filing Agreement, dated August 20, 2020 (incorporated by reference to Exhibit A to the Schedule 13D filed August 20, 2020).
|
Date: August 28, 2020
|
|
T-VIII PUBOPPS LP
|
||||
|
|
By:
|
|
T-VIII PubOpps GP LLC, its sole general partner
|
||
By:
|
Trident VIII, L.P., its managing member
|
|||||
|
|
By:
|
|
Trident Capital VIII, L.P., its sole general partner
|
||
|
By:
|
DW Trident GP, LLC, a general partner
|
||||
|
By:
|
|
/s/ Jacqueline Giammarco
|
|||
|
Name:
|
|
Jacqueline Giammarco
|
|||
|
Title:
|
|
Vice President
|
|||
T-VIII PUBOPPS GP LLC
|
||||||
|
By:
|
|
Trident VIII, L.P., its managing member
|
|||
By:
|
Trident Capital VIII, L.P., its sole general partner
|
|||||
By:
|
DW Trident GP, LLC, a general partner
|
|||||
|
|
By:
|
|
/s/ Jacqueline Giammarco
|
||
|
|
Name:
|
|
Jacqueline Giammarco
|
||
|
|
Title:
|
|
Vice President
|
||
|
TRIDENT VIII, L.P.
|
|||||
By:
|
Trident Capital VIII, L.P., its sole general partner
|
|||||
By:
|
DW Trident GP, LLC, a general partner
|
|||||
|
|
By:
|
|
/s/ Jacqueline Giammarco
|
||
|
|
Name:
|
|
Jacqueline Giammarco
|
||
|
|
Title:
|
|
Vice President
|
||
|
TRIDENT CAPITAL VIII, L.P.
|
|||||
|
By:
|
DW Trident GP, LLC, a general partner
|
||||
|
|
By:
|
|
/s/ Jacqueline Giammarco
|
||
|
|
Name:
|
|
Jacqueline Giammarco
|
||
|
|
Title:
|
|
Vice President
|
||
|
STONE POINT CAPITAL LLC
|
|||||
|
|
By:
|
|
/s/ Jacqueline Giammarco
|
||
|
|
Name:
|
|
Jacqueline Giammarco
|
||
|
|
Title:
|
|
Chief Compliance Officer
|