0001387131-19-005595.txt : 20190731
0001387131-19-005595.hdr.sgml : 20190731
20190731181524
ACCESSION NUMBER: 0001387131-19-005595
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20190729
FILED AS OF DATE: 20190731
DATE AS OF CHANGE: 20190731
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: TPG Advisors VI, Inc.
CENTRAL INDEX KEY: 0001433038
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38996
FILM NUMBER: 19990161
BUSINESS ADDRESS:
STREET 1: 301 COMMERCE STREET
STREET 2: SUITE 3300
CITY: FORT WORTH
STATE: TX
ZIP: 76102
BUSINESS PHONE: 817-871-4000
MAIL ADDRESS:
STREET 1: 301 COMMERCE STREET
STREET 2: SUITE 3300
CITY: FORT WORTH
STATE: TX
ZIP: 76102
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: TPG Advisors VI-AIV, Inc.
CENTRAL INDEX KEY: 0001634024
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38996
FILM NUMBER: 19990162
BUSINESS ADDRESS:
STREET 1: 301 COMMERCE STREET
CITY: FORT WORTH
STATE: TX
ZIP: 76102
BUSINESS PHONE: 817-871-4000
MAIL ADDRESS:
STREET 1: 301 COMMERCE STREET
CITY: FORT WORTH
STATE: TX
ZIP: 76102
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BONDERMAN DAVID
CENTRAL INDEX KEY: 0000860866
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38996
FILM NUMBER: 19990163
MAIL ADDRESS:
STREET 1: 301 COMMERCE STREET
STREET 2: SUITE 3300
CITY: FORT WORTH
STATE: TX
ZIP: 76102
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: COULTER JAMES G
CENTRAL INDEX KEY: 0001099776
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38996
FILM NUMBER: 19990164
MAIL ADDRESS:
STREET 1: 301 COMMERCE STREET
STREET 2: SUITE 3300
CITY: FORT WORTH
STATE: TX
ZIP: 76102
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
pros-form4_072919.xml
OWNERSHIP DOCUMENT
X0306
4
2019-07-29
0
0001634038
ProSight Global, Inc.
PROS
0001433038
TPG Advisors VI, Inc.
C/O TPG GLOBAL, LLC,
301 COMMERCE STREET, SUITE 3300
FORT WORTH
TX
76102
0
0
1
0
0001634024
TPG Advisors VI-AIV, Inc.
C/O TPG GLOBAL, LLC,
301 COMMERCE STREET, SUITE 3300
FORT WORTH
TX
76102
0
0
1
0
0000860866
BONDERMAN DAVID
C/O TPG GLOBAL, LLC,
301 COMMERCE STREET, SUITE 3300
FORT WORTH
TX
76102
0
0
1
0
0001099776
COULTER JAMES G
C/O TPG GLOBAL, LLC,
301 COMMERCE STREET, SUITE 3300
FORT WORTH
TX
76102
0
0
1
0
Common Stock
2019-07-29
4
S
0
1785715
13.09
D
16950394
I
See Explanation of Responses
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.
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.
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.
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.
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.
(6) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. (7) Bradford Berenson is signing on behalf of both Messrs. Bonderman and Coulter pursuant to the authorization and designation letters dated March 13, 2018, which were previously filed with the Securities and Exchange Commission.
/s/ Adam Fliss, Vice President, TPG Advisors VI, Inc. (6)
2019-07-31
/s/ Adam Fliss, Vice President, TPG Advisors VI-AIV Inc. (6)
2019-07-31
/s/ Bradford Berenson on behalf of David Bonderman (6)(7)
2019-07-31
/s/ Bradford Berenson on behalf of James G. Coulter (6)(7)
2019-07-31