Goldman, Sachs Management Gp Gmbh - Aug 4, 2021 Form 4 Insider Report for ProSight Global, Inc. (PROS)

Role
10%+ Owner
Signature
/s/ Jamison Yardley, Attorney-in-fact
Stock symbol
PROS
Transactions as of
Aug 4, 2021
Transactions value $
-$218,798,261
Form type
4
Date filed
8/6/2021, 09:40 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PROS Common Stock Other -$219M -17M -100% $12.85 0 Aug 4, 2021 See Footnotes F1, F2, F3, F4, F5, F6, F7, F8

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 Other -$142K -11K -100% $12.85 0 Aug 4, 2021 Common Stock 11K See Footnotes F2, F3, F8, F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Goldman, Sachs Management Gp Gmbh is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Pursuant to a merger on August 4, 2021 (the "Merger"), each share of common stock of the Issuer was converted into the right to receive $12.85 in cash, in accordance with the Agreement and Plan of Merger, dated as of January 14, 2021 ("Merger Agreement"), entered into among Pedal Parent, Inc. ("Parent"), Pedal Merger Sub, Inc., a wholly-owned subsidiary of Parent, and the Issuer.
F2 This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman Sachs & Co. LLC ("Goldman Sachs"), GSCP VI Advisors, L.L.C. ("GSCP VI Advisors"), GS Advisors VI, L.L.C. ("GS Advisors VI"), GSCP VI Offshore Advisors, L.L.C. ("GSCP VI Offshore Advisors"), Goldman, Sachs Management GP GmbH ("GS GmbH"), GS Capital Partners VI Fund, L.P. ("GS Capital VI"), GS Capital Partners VI Parallel, L.P. ("GS Capital VI Parallel"), GS Capital Partners VI Offshore Fund, L.P. ("GS VI Offshore"), GS Capital Partners VI GmbH & Co. KG ("GS Germany VI" and, together with GS Capital VI, GS Capital VI Parallel and GS VI Offshore, the "Funds"), (continued in next footnote)
F3 ProSight Investment LLC ("ProSight Investment"), ProSight Parallel Investment LLC ("Parallel Investment") and ProSight Equity Management Inc. ("Equity Management"). GS Group, Goldman Sachs, GSCP VI Advisors, GS Advisors VI, GSCP VI Offshore Advisors, GS GmbH, the Funds, ProSight Investment, Parallel Investment and Equity Management are defined collectively as the "Reporting Persons."
F4 Goldman Sachs and GS Group may be deemed to beneficially own indirectly securities of the Issuer by reason of direct beneficial ownership of such securities by ProSight Investment and Parallel Investment. Affiliates of Goldman Sachs and GS Group are the general partner, managing general partner, managing partner, managing member or member of the Funds. Goldman Sachs is a subsidiary of GS Group. Goldman Sachs is the investment manager of certain of the Funds.
F5 ProSight Investment and Parallel Investment had owned directly 14,821,997 and 2,183,019 shares, respectively, of Common Stock, which may be deemed to have been beneficially owned indirectly by their managing member, Equity Management.
F6 Shares of Common Stock that correspond to certain of the Funds' membership interests in ProSight Investment may be deemed to be beneficially owned indirectly by: GS Capital VI, which may, in turn, be deemed to be beneficially owned indirectly by its general partner, GSCP VI Offshore Advisors; GS VI Offshore, which may, in turn, be deemed to be beneficially owned indirectly by its general partner GSCP VI Offshore Advisors; and GS Germany VI, which may, in turn, be deemed to be beneficially owned indirectly by its general partner, GS GmbH.
F7 Shares of Common Stock that correspond to GS Parallel's membership interests in Parallel Investment may be deemed to be beneficially owned indirectly by GS Parallel, which may, in turn, be deemed to be beneficially owned indirectly by its general partner, GS Advisors VI.
F8 The Reporting Persons disclaim beneficial ownership of all securities of the Issuer in excess of their pecuniary interest, if any, and this report shall not be deemed an admission that any such entity is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
F9 Represents vested restricted stock units ("RSUs") previously awarded by the Issuer to Anthony Arnold, a managing director of Goldman Sachs, for his service as a director of the Issuer and held by Mr. Arnold on behalf of GS Group. On August 4, 2021, the RSUs were cancelled pursuant to the Merger Agreement in exchange for an amount in cash equal to the product the number of shares of common stock subject to the award multiplied by $12.85 per share.

Remarks:

This Form 4 has been split into two filings because there are more than 10 Reporting Persons in total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of 10 Reporting Persons.