GOLDMAN SACHS & CO. LLC - 04 Aug 2021 Form 4 Insider Report for ProSight Global, Inc.

Source evidence Original filing metadata and source links for verification. 4 source fields
SEC form
4
Accepted by SEC
06 Aug 2021, 21:39:34 UTC
Prior SEC filing
03 Aug 2021
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Jamison Yardley, Attorney-in-fact

Key filing fact

GOLDMAN SACHS & CO. LLC filed Form 4 for ProSight Global, Inc. on 06 Aug 2021.

Key facts

  • This page summarizes GOLDMAN SACHS & CO. LLC's Form 4 filing for ProSight Global, Inc..
  • 2 reported transactions and 1 derivative row are listed below.
  • Accepted by SEC: 06 Aug 2021, 21:39.

Change

  • Previous filing in this sequence was filed on 03 Aug 2021.
  • Current net transaction value: -$218,798,261.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

PROS transaction

Common Stock

Other

Transaction value
$218,656,358
Shares
-17,016,059
Change %
-100%
Price
$12.85
Shares after
0
Date
04 Aug 2021
Ownership
See Footnotes
Footnotes
F1, F2, F3, F4, F5, F6, F7, F8

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

PROS transaction Derivative

Restricted Stock Units

Other

Transaction value
$141,903
Shares
-11,043
Change %
-100%
Price
$12.85
Shares after
0
Date
04 Aug 2021
Ownership
See Footnotes
Underlying class
Common Stock
Underlying amount
11,043
Exercise price
Footnotes
F2, F3, F8, F9
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

GOLDMAN SACHS & CO. LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 9 footnotes

Footnote 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.

Footnote 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)

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."

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.

SEC 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.

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