0000769993-19-000432.txt : 20190731
0000769993-19-000432.hdr.sgml : 20190731
20190731182408
ACCESSION NUMBER: 0000769993-19-000432
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: GSCP VI Offshore Advisors, L.L.C.
CENTRAL INDEX KEY: 0001394278
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38996
FILM NUMBER: 19990198
BUSINESS ADDRESS:
STREET 1: 1209 ORANGE STREET
CITY: WILMINGTON
STATE: DE
ZIP: 19801
BUSINESS PHONE: 212-902-1000
MAIL ADDRESS:
STREET 1: 1209 ORANGE STREET
CITY: WILMINGTON
STATE: DE
ZIP: 19801
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GSCP VI Advisors, L.L.C.
CENTRAL INDEX KEY: 0001394286
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38996
FILM NUMBER: 19990199
BUSINESS ADDRESS:
STREET 1: 1209 ORANGE STREET
CITY: WILMINGTON
STATE: DE
ZIP: 19801
BUSINESS PHONE: 212-902-1000
MAIL ADDRESS:
STREET 1: 1209 ORANGE STREET
CITY: WILMINGTON
STATE: DE
ZIP: 19801
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ProSight Parallel Investment LLC
CENTRAL INDEX KEY: 0001497473
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38996
FILM NUMBER: 19990200
BUSINESS ADDRESS:
STREET 1: C/O GOLDMAN, SACHS & CO.
STREET 2: 200 WEST STREET
CITY: NEW YORK
STATE: NY
ZIP: 10282
BUSINESS PHONE: 212 902-7878
MAIL ADDRESS:
STREET 1: C/O GOLDMAN, SACHS & CO.
STREET 2: 200 WEST STREET
CITY: NEW YORK
STATE: NY
ZIP: 10282
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ProSight Investment LLC
CENTRAL INDEX KEY: 0001497474
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38996
FILM NUMBER: 19990201
BUSINESS ADDRESS:
STREET 1: C/O GOLDMAN, SACHS & CO.
STREET 2: 200 WEST STREET
CITY: NEW YORK
STATE: NY
ZIP: 10282
BUSINESS PHONE: 212 902-7878
MAIL ADDRESS:
STREET 1: C/O GOLDMAN, SACHS & CO.
STREET 2: 200 WEST STREET
CITY: NEW YORK
STATE: NY
ZIP: 10282
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ProSight Equity Managment Inc.
CENTRAL INDEX KEY: 0001497475
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38996
FILM NUMBER: 19990202
BUSINESS ADDRESS:
STREET 1: C/O GOLDMAN, SACHS & CO.
STREET 2: 200 WEST STREET
CITY: NEW YORK
STATE: NY
ZIP: 10282
BUSINESS PHONE: 212 902-7878
MAIL ADDRESS:
STREET 1: C/O GOLDMAN, SACHS & CO.
STREET 2: 200 WEST STREET
CITY: NEW YORK
STATE: NY
ZIP: 10282
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GOLDMAN, SACHS MANAGEMENT GP GMBH
CENTRAL INDEX KEY: 0001232073
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38996
FILM NUMBER: 19990203
BUSINESS ADDRESS:
STREET 1: MESSERTURM
STREET 2: FRIEDRICH-EBERT-ANLAGE 49
CITY: FRANKFURT AM MAIN, 2M 60323
STATE: 2M
ZIP: 00000
BUSINESS PHONE: 212-902-1000
MAIL ADDRESS:
STREET 1: MESSERTURM
STREET 2: FRIEDRICH-EBERT-ANLAGE 49
CITY: FRANKFURT AM MAIN, 2M 60323
STATE: 2M
ZIP: 00000
FORMER NAME:
FORMER CONFORMED NAME: GOLDMAN SACHS MANAGEMENT GP GMBH
DATE OF NAME CHANGE: 20030509
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
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2019-07-29-04:00
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ProSight Parallel Investment LLC
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200 WEST STREET
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See footnotes
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)
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."
Pursuant to an underwriting agreement, dated July 24, 2019 (the "Underwriting Agreement"), and in connection with the registered public offering of shares of common stock, par value $0.01 per share of the Issuer (the "Common Stock"), pursuant to the final prospectus dated July 25, 2019, which offering was consummated on July 29, 2019 (the "Offering"), Prosight Investment and Parallel Investment sold in aggregate of 1,785,715 shares of Common Stock, consisting of 1,556,474 shares of Common Stock sold by Prosight Investment and 229,241 shares of Common Stock sold by Parallel Investment. Goldman Sachs was one of the underwriters in the Offering.
Goldman Sachs and GS Group may be deemed to beneficially own indirectly 17,594,301 shares Common Stock by reason of direct beneficial ownership of such shares 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.
ProSight Investment and Parallel Investment own directly 15,335,633 and 2,258,668 shares, respectively, of Common Stock, which may be deemed to be beneficially owned indirectly by their managing member, Equity Management.
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.
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.
The Reporting Persons disclaim beneficial ownership of all shares of Common Stock 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.
In connection with the Issuer's initial public offering, ProSight Global Holdings, Inc., an exempted company incorporated in Bermuda and the Issuer's direct parent ("PGHL"), merged with and into the Issuer (the "Reorganization"). As a result of the Reorganization, the separate existence of PGHL ceased, and the Issuer, as the surviving entity, continued its corporate existence under the laws of the State of Delaware. Pursuant to the Reorganization, each holder of PGHL's shares of capital stock received 6.46 shares of Common Stock in exchange for every one share of capital stock of PGHL held by such holder. The Reorganization did not alter the proportionate interests of the securities holders.
/s/ Jennifer Lee, Attorney-in-fact
2019-07-31-04:00
/s/ Jennifer Lee, Attorney-in-fact
2019-07-31-04:00
/s/ Jennifer Lee, Attorney-in-fact
2019-07-31-04:00
/s/ Jennifer Lee, Attorney-in-fact
2019-07-31-04:00
/s/ Jennifer Lee, Attorney-in-fact
2019-07-31-04:00
/s/ Jennifer Lee, Attorney-in-fact
2019-07-31-04:00