Lawrence Hannon - Aug 4, 2021 Form 4 Insider Report for ProSight Global, Inc. (PROS)

Role: President and CEO, Director
Signature: /s/ Patrick Horan (Attorney-in-Fact)
Stock symbol: PROS
Transactions as of: Aug 4, 2021
Transactions value $: -$1,510,119
Form type: 4
Date filed: 8/6/2021, 07:39 PM

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PROS	Common Stock	Disposed to Issuer	-$1.51M	-118K	-53.41%	$12.85	103K	Aug 4, 2021	Direct	F1
transaction	PROS	Common Stock	Disposed to Issuer		-44.7K	-43.57%		57.8K	Aug 4, 2021	Direct	F1, F2
transaction	PROS	Common Stock	Disposed to Issuer		-57.8K	-100%		0	Aug 4, 2021	Direct	F1, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	PROS	Restricted Stock Units	Disposed to Issuer		-334K	-94.15%		20.7K	Aug 4, 2021	Common Stock	334K		Direct	F1, F4
transaction	PROS	Performance-based Restricted Stock Units	Disposed to Issuer		-20.7K	-100%		0	Aug 4, 2021	Common Stock	20.7K		Direct	F1, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Lawrence Hannon is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	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.
F2	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.
F3	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.
F4	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.
F5	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.