0001140361-22-009475.txt : 20220314 0001140361-22-009475.hdr.sgml : 20220314 20220314215718 ACCESSION NUMBER: 0001140361-22-009475 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20220310 FILED AS OF DATE: 20220314 DATE AS OF CHANGE: 20220314 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HAGERTY THOMAS M CENTRAL INDEX KEY: 0001058835 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39361 FILM NUMBER: 22738700 MAIL ADDRESS: STREET 1: C/O THOMAS H. LEE PARTNERS, L.P. STREET 2: 100 FEDERAL STREET, 35 FLOOR CITY: BOSTON STATE: MA ZIP: 02110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: THOMAS H. LEE ADVISORS, LLC CENTRAL INDEX KEY: 0001260943 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39361 FILM NUMBER: 22738701 BUSINESS ADDRESS: STREET 1: C/O THOMAS H. LEE PARTNERS, L.P. STREET 2: 100 FEDERAL STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6172271050 MAIL ADDRESS: STREET 1: C/O THOMAS H. LEE PARTNERS, L.P. STREET 2: 100 FEDERAL STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 FORMER NAME: FORMER CONFORMED NAME: LEE THOMAS H ADVISORS LLC DATE OF NAME CHANGE: 20030822 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Rao Gnaneshwar B. CENTRAL INDEX KEY: 0001450650 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39361 FILM NUMBER: 22738699 MAIL ADDRESS: STREET 1: 100 FEDERAL STREET STREET 2: 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Dun & Bradstreet Holdings, Inc. CENTRAL INDEX KEY: 0001799208 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-CONSUMER CREDIT REPORTING, COLLECTION AGENCIES [7320] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 5335 GATE PARKWAY CITY: JACKSONVILLE STATE: FL ZIP: 32256 BUSINESS PHONE: (904)648-6350 MAIL ADDRESS: STREET 1: 5335 GATE PARKWAY CITY: JACKSONVILLE STATE: FL ZIP: 32256 FORMER COMPANY: FORMER CONFORMED NAME: Star Intermediate I, Inc. DATE OF NAME CHANGE: 20200108 4 1 form4.xml FORM 4 X0306 4 2022-03-10 0001799208 Dun & Bradstreet Holdings, Inc. DNB 0001260943 THOMAS H. LEE ADVISORS, LLC C/O THOMAS H. LEE PARTNERS, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON MA 02110 true true 0001058835 HAGERTY THOMAS M C/O THOMAS H. LEE PARTNERS, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON MA 02110 true 0001450650 Rao Gnaneshwar B. C/O THOMAS H. LEE PARTNERS, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON MA 02110 true Class A Common Stock 57867617 I See Footnotes Class A Common Stock 2022-03-10 4 A 0 7540 0 A 18052 D Class A Common Stock 2022-03-10 4 A 0 7540 0 A 18052 D See Exhibit 99.1 for text of footnote (1). See Exhibit 99.1 for text of footnote (2). See Exhibit 99.1 for text of footnote (3). See Exhibit 99.1 for text of footnote (4). See Exhibit 99.1 for text of footnote (5). See Exhibit 99.1 for text of footnote (6). See Exhibit 99.1 for text of footnote (7). Exhibit 99.1 (Form 4 Footnotes) and Exhibit 99.2 (Joint Filer Information) are incorporated herein by reference. This Form 4 is the second of two Forms 4 being filed relating to the same event. The 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. Each Form 4 will be filed by Designated Filer Thomas H. Lee Advisors, LLC. ** See Exhibit 99.2 for Signatures 2022-03-14 EX-99.1 2 brhc10035219_ex99-1.htm EXHIBIT 99.1
Exhibit 99.1

Name and Address of Reporting Person:
Thomas H. Lee Advisors, LLC

c/o Thomas H. Lee Partners, L.P.

100 Federal Street, 35th Floor

Boston, MA 02210
   
Issuer Name and Ticker or Trading Symbol:
Dun & Bradstreet Holdings, Inc. [DNB]
   
Date of Earliest Transaction Required to
  
be Reported (Month/Day/Year):
March 10, 2022

Footnotes to Form 4

(1) This report is filed by the following Reporting Persons: Thomas H. Lee Advisors, LLC (“THL Advisors”), Thomas H. Lee Equity Fund VIII, L.P. (“THL Equity VIII”), Thomas H. Lee Parallel Fund VIII, L.P. (“Parallel Fund VIII”), THL Fund VIII Coinvestment Partners, L.P. (“Coinvestment VIII”), THL Executive Fund VIII, L.P. (“Executive Fund VIII”), THL Equity Fund VIII Investors (D&B), L.P.  (“Equity Fund VIII (D&B)”), THL Equity Advisors VIII, LLC (“Equity Advisors”), Thomas H. Lee Partners, L.P. (“THL Partners”), THL Holdco, LLC (“THL Holdco”), and THL Managers VIII, LLC (“THL Managers VIII”) (collectively with their affiliates, the “THL Funds”); Thomas M. Hagerty; and Gnaneshwar B. Rao. This Form 4 is in two parts and is jointly filed with the Reporting Persons in both parts. See Remarks.

(2) THL Holdco is the managing member of THL Advisors, which is in turn the general partner of THL Partners, which in turn is the general partner of Coinvestment VIII, the managing member of THL Manager VIII and is the sole member of Equity Advisors, which in turn is the general partner of the THL Equity VIII, Parallel Fund VIII, Executive Fund VIII and Equity Fund VIII (D&B).  Each of Mr. Hagerty and Mr. Rao is a Managing Director of THL Partners. Solely for purposes of Section 16 of the Securities Exchange Act of 1934, the THL Funds may be deemed directors by deputization.

(3) Each of the Reporting Persons disclaims beneficial ownership of all shares of the Issuer for the purposes of Section 16 or for any other purpose, except to the extent of such Reporting Person’s pecuniary interest therein.

(4) Represents shares held directly by the following entities: 14,258,985 shares by THL Equity VIII; 25,963,759 shares by Parallel Fund VIII; 1,088,627 shares by Executive Fund VIII; 1,694,579 shares by Coinvestment VIII; and 14,861,667 shares by Equity Fund VIII (D&B).

(5) Represents an award of restricted common stock granted to Mr. Hagerty, which vests in full one year from the grant date.

(6) Represents an award of restricted common stock granted to Mr. Rao, which vests in full one year from the grant date. 
 
(7) Pursuant to the operative agreements among certain of the THL Funds, any securities issued to persons serving as directors of portfolio companies of the THL Funds, such as the Issuer, are held for the benefit of the THL Funds.


 EX-99.2 3 brhc10035219_ex99-2.htm EXHIBIT 99.2
Exhibit 99.2

Joint Filer Information

Name of Joint Filer:
Thomas H. Lee Advisors, LLC
   
Address of Joint Filer:
c/o Thomas H. Lee Partners, L.P.
 
100 Federal Street, 35th Floor
 
Boston, MA  02110
   
Relationship of Joint Filer to Issuer:
10% Owner
 
Director
   
Issuer Name and Ticker or Trading Symbol:
Dun & Bradstreet Holdings, Inc. [DNB]
   
Date of Earliest Transaction Required to
  
be Reported (Month/Day/Year):
March 10, 2022
   
Designated Filer:
Thomas H. Lee Advisors, LLC

Signature:

THOMAS H. LEE ADVISORS, LLC
  
By: THL Holdco, LLC, its Managing Member
  
   
By:
 /s/ Michael McDonnell  
 
Name: Michael McDonnell
  
 
Title:  Chief Financial Officer, Management Company
  
   
Dated:  March 14, 2022
  

1
Exhibit 99.2

Joint Filer Information

(continued)

Name of Joint Filer:
Thomas H. Lee Equity Fund VIII, L.P.
   
Address of Joint Filer:
c/o Thomas H. Lee Partners, L.P.
 
100 Federal Street, 35th Floor
 
Boston, MA  02110
   
Relationship of Joint Filer to Issuer:
10% Owner
 
Director
   
Issuer Name and Ticker or Trading Symbol:
Dun & Bradstreet Holdings, Inc. [DNB]
   
Date of Earliest Transaction Required to
  
be Reported (Month/Day/Year):
March 10, 2022
   
Designated Filer:
Thomas H. Lee Advisors, LLC

Signature:

THOMAS H. LEE EQUITY FUND VIII, L.P.
  
By: THL Equity Advisors VIII, LLC, its General Partner
  
By: Thomas H. Lee Partners, L.P., its Sole Member
  
By: Thomas H. Lee Advisors, LLC, its General Partner
  
By: THL Holdco, LLC, its Managing Member
  
   
By:
 /s/ Michael McDonnell  
 
Name: Michael McDonnell
  
 
Title:  Chief Financial Officer, Management Company
  
   
Dated:  March 14, 2022
  
2
Exhibit 99.2

Joint Filer Information

(continued)

Name of Joint Filer:
Thomas H. Lee Parallel Fund VIII, L.P.
   
Address of Joint Filer:
c/o Thomas H. Lee Partners, L.P.
 
100 Federal Street, 35th Floor
 
Boston, MA  02110
   
Relationship of Joint Filer to Issuer:
10% Owner
 
Director
   
Issuer Name and Ticker or Trading Symbol:
Dun & Bradstreet Holdings, Inc. [DNB]
   
Date of Earliest Transaction Required to
  
be Reported (Month/Day/Year):
March 10, 2022
   
Designated Filer:
Thomas H. Lee Advisors, LLC

Signature:

THOMAS H. LEE PARALLEL FUND VIII, L.P.
  
By: THL Equity Advisors VIII, LLC, its General Partner
  
By: Thomas H. Lee Partners, L.P., its Sole Member
  
By: Thomas H. Lee Advisors, LLC, its General Partner
  
By: THL Holdco, LLC, its Managing Member
  
     
By:
 /s/ Michael McDonnell  
 
Name: Michael McDonnell
  
 
Title:  Chief Financial Officer, Management Company
  

3
Exhibit 99.2

Joint Filer Information

(continued)

Name of Joint Filer:
THL Fund VIII Coinvestment Partners, L.P.
   
Address of Joint Filer:
c/o Thomas H. Lee Partners, L.P.
 
100 Federal Street, 35th Floor
 
Boston, MA  02110
   
Relationship of Joint Filer to Issuer:
10% Owner
 
Director
   
Issuer Name and Ticker or Trading Symbol:
Dun & Bradstreet Holdings, Inc. [DNB]
   
Date of Earliest Transaction Required to
  
be Reported (Month/Day/Year):
March 10, 2022
   
Designated Filer:
Thomas H. Lee Advisors, LLC

Signature:

THL FUND VIII COINVESTMENT PARTNERS, L.P.
  
By: Thomas H. Lee Partners, L.P., its General Partner
  
By: Thomas H. Lee Advisors, LLC, its General Partner
  
By: THL Holdco, LLC, its Managing Member
  
     
By:
 /s/ Michael McDonnell  
 
Name: Michael McDonnell
  
 
Title:  Chief Financial Officer, Management Company
  
     
Dated:  March 14, 2022
  

4
Exhibit 99.2

Joint Filer Information

(continued)

Name of Joint Filer:
THL Executive Fund VIII, L.P.
   
Address of Joint Filer:
c/o Thomas H. Lee Partners, L.P.
 
100 Federal Street, 35th Floor
 
Boston, MA  02110
   
Relationship of Joint Filer to Issuer:
10% Owner
 
Director
   
Issuer Name and Ticker or Trading Symbol:
Dun & Bradstreet Holdings, Inc. [DNB]
   
Date of Earliest Transaction Required to
  
be Reported (Month/Day/Year):
March 10, 2022
   
Designated Filer:
Thomas H. Lee Advisors, LLC

Signature:

THL EXECUTIVE FUND VIII, L.P.
  
By: THL Equity Advisors VIII, LLC, its General Partner
  
By: Thomas H. Lee Partners, L.P., its Sole Member
  
By: Thomas H. Lee Advisors, LLC, its General Partner
  
By: THL Holdco, LLC, its Managing Member
  
     
By:
 /s/ Michael McDonnell  
 
Name: Michael McDonnell
  
 
Title:  Chief Financial Officer, Management Company
  
     
Dated:  March 14, 2022
  

5
Exhibit 99.2

Joint Filer Information

(continued)

Name of Joint Filer:
THL Equity Fund VIII Investors (D&B), L.P.
   
Address of Joint Filer:
c/o Thomas H. Lee Partners, L.P.
 
100 Federal Street, 35th Floor
 
Boston, MA  02110
   
Relationship of Joint Filer to Issuer:
10% Owner
 
Director
   
Issuer Name and Ticker or Trading Symbol:
Dun & Bradstreet Holdings, Inc. [DNB]
   
Date of Earliest Transaction Required to
  
be Reported (Month/Day/Year):
March 10, 2022
   
Designated Filer:
Thomas H. Lee Advisors, LLC

Signature:

THL EQUITY FUND VIII INVESTORS (D&B), L.P.
  
By: THL Equity Advisors VIII, LLC, its General Partner
  
By: Thomas H. Lee Partners, L.P., its Sole Member
  
By: Thomas H. Lee Advisors, LLC, its General Partner
  
By: THL Holdco, LLC, its Managing Member
  
     
By:
 /s/ Michael McDonnell  
 
Name: Michael McDonnell
  
 
Title:  Chief Financial Officer, Management Company
  
     
Dated:  March 14, 2022
  

6
Exhibit 99.2

Joint Filer Information

(continued)

Name of Joint Filer:
THL Equity Advisors VIII, LLC
   
Address of Joint Filer:
c/o Thomas H. Lee Partners, L.P.
 
100 Federal Street, 35th Floor
 
Boston, MA  02110
   
Relationship of Joint Filer to Issuer:
10% Owner
 
Director
   
Issuer Name and Ticker or Trading Symbol:
Dun & Bradstreet Holdings, Inc. [DNB]
   
Date of Earliest Transaction Required to
  
be Reported (Month/Day/Year):
March 10, 2022
   
Designated Filer:
Thomas H. Lee Advisors, LLC

Signature:

THL EQUITY ADVISORS VIII, LLC
  
By: Thomas H. Lee Partners, L.P., its Sole Member
  
By: Thomas H. Lee Advisors, LLC, its General Partner
  
By: THL Holdco, LLC, its Managing Member
  
     
By:
 /s/ Michael McDonnell  
 
Name: Michael McDonnell
  
 
Title:  Chief Financial Officer, Management Company
  
     
Dated:  March 14, 2022
  

7
Exhibit 99.2

Joint Filer Information

(continued)

Name of Joint Filer:
Thomas H. Lee Partners, L.P.
   
Address of Joint Filer:
100 Federal Street, 35th Floor
 
Boston, MA 02110
   
Relationship of Joint Filer to Issuer:
10% Owner
 
Director
   
Issuer Name and Ticker or Trading Symbol:
Dun & Bradstreet Holdings, Inc. [DNB]
   
Date of Earliest Transaction Required to
  
be Reported (Month/Day/Year):
March 10, 2022
   
Designated Filer:
Thomas H. Lee Advisors, LLC

Signature:

THOMAS H. LEE PARTNERS, L.P.
  
By: Thomas H. Lee Advisors, LLC, its General Partner
  
By: THL Holdco, LLC, its Managing Member
  
     
By:
 /s/ Michael McDonnell  
 
Name: Michael McDonnell
  
 
Title:  Chief Financial Officer, Management Company
  
     
Dated:  March 14, 2022
  

8
Exhibit 99.2

Joint Filer Information

(continued)

Name of Joint Filer:
THL Managers VIII, LLC
   
Address of Joint Filer:
c/o Thomas H. Lee Partners, L.P.
 
100 Federal Street, 35th Floor
 
Boston, MA 02110
   
Relationship of Joint Filer to Issuer:
10% Owner
 
Director
   
Issuer Name and Ticker or Trading Symbol:
Dun & Bradstreet Holdings, Inc. [DNB]
   
Date of Earliest Transaction Required to
  
be Reported (Month/Day/Year):
March 10, 2022
   
Designated Filer:
Thomas H. Lee Advisors, LLC

Signature:

THL MANAGERS VIII, LLC
  
By: Thomas H. Lee Partners, L.P., its Managing Member
  
By: Thomas H. Lee Advisors, LLC, its General Partner
  
By: THL Holdco, LLC, its Managing Member
  
     
By:
 /s/ Michael McDonnell  
 
Name: Michael McDonnell
  
 
Title:  Chief Financial Officer, Management Company
  
     
Dated:  March 14, 2022
  

9
Exhibit 99.2

Joint Filer Information

(continued)


Name of Joint Filer:
THL Holdco, LLC
   
Address of Joint Filer:
c/o Thomas H. Lee Partners, L.P.
 
100 Federal Street, 35th Floor
 
Boston, MA 02110
   
Relationship of Joint Filer to Issuer:
10% Owner
 
Director
   
Issuer Name and Ticker or Trading Symbol:
Dun & Bradstreet Holdings, Inc. [DNB]
   
Date of Earliest Transaction Required to
  
be Reported (Month/Day/Year):
March 10, 2022
   
   
Designated Filer:
Thomas H. Lee Advisors, LLC

Signature:

THL HOLDCO, LLC
  
     
By:
 /s/ Michael McDonnell  
 
Name: Michael McDonnell
  
 
Title:  Chief Financial Officer, Management Company
  
     
Dated:  March 14, 2022
  

10
Exhibit 99.2

Joint Filer Information

(continued)

Name of Joint Filer:
Thomas M. Hagerty
   
Address of Joint Filer:
c/o Thomas H. Lee Partners, L.P.
 
100 Federal Street, 35th Floor
 
Boston, MA  02110
   
Relationship of Joint Filer to Issuer:
Director
   
Issuer Name and Ticker or Trading Symbol:
Dun & Bradstreet Holdings, Inc. [DNB]
   
Date of Earliest Transaction Required to
  
be Reported (Month/Day/Year):
March 10, 2022
   
Designated Filer:
Thomas H. Lee Advisors, LLC

Signature:

 
/s/ Thomas M.  Hagerty
  
 
Thomas M.  Hagerty
  
     
Dated:  March 14, 2022
  

11
Exhibit 99.2

Joint Filer Information

(continued)

Name of Joint Filer:
Gnaneshwar B. Rao
   
Address of Joint Filer:
c/o Thomas H. Lee Partners, L.P.
 
100 Federal Street, 35th Floor
 
Boston, MA  02110
   
Relationship of Joint Filer to Issuer:
Director
   
Issuer Name and Ticker or Trading Symbol:
Dun & Bradstreet Holdings, Inc. [DNB]
   
Date of Earliest Transaction Required to
  
be Reported (Month/Day/Year):
March 10, 2022
   
Designated Filer:
Thomas H. Lee Advisors, LLC

Signature:

 
/s/ Gnaneshwar B. Rao
  
 
Gnaneshwar B. Rao
  
     
Dated:  March 14, 2022
  


12