SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BAILEY ROBERT W

(Last)

(First)

(Middle)

412 MT. KEMBLE AVENUE,

SUITE 300

(Street)

MORRISTOWN

07960

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ProSight Global, Inc. [ PROS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
02/28/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	02/28/2020		M		10,730	A	⁽¹⁾	44,552	D
Common Stock⁽²⁾	02/28/2020		F		5,783	D	$13.4	38,769	D
Common Stock⁽³⁾	02/28/2020		M		50,341	A	⁽³⁾	89,110	D
Common Stock⁽⁴⁾	02/28/2020		F		27,165	D	$13.4	61,945	D
Common Stock⁽⁵⁾	02/28/2020		A		18,657	A	⁽⁵⁾	80,602	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	02/28/2020		M			10,730	⁽¹⁾	⁽¹⁾	Common Stock	10,730	⁽¹⁾	17,319	D
Restricted Stock Units	⁽³⁾	02/28/2020		M			50,341	⁽³⁾	⁽³⁾	Common Stock	50,341	⁽³⁾	151,023	D

Explanation of Responses:

1. Represents the settlement of vested RSUs in shares of common stock of ProSight Global, Inc. ("PGI"). The vested RSUs were granted under ProSight Global Holdings Limited's ("PGHL") 2010 Equity Incentive Plan and were exchanged for vested RSUs over shares of PGI's common stock in connection with the merger of PGHL with and into its wholly owned subsidiary, PGI, which was consummated in connection with PGI's initial public offering. These RSUs settle on the earliest to occur of the grantee's death or disability, the grantee's termination of service, a "change of control" or the fifth anniversary of the grant date.

2. Shares withheld by PGI to satisfy tax withholding requirements on settlement of RSUs. No shares were sold.

3. Represents the settlement of 25% of the supplemental RSUs in shares of common stock of PGI. The supplemental RSUs were granted on July 25, 2019, in connection with PGI's initial public offering. 25% of the RSUs were vested on the grant date and scheduled to settle on February 28, 2020. 25% will vest on the second anniversary of the grant date and 50% will vest on the third anniversary of the grant date, in each case subject to the grantee's continued employment through each such date.

4. Shares withheld by PGI to satisfy tax withholding requirements on settlement of RSUs. No shares were sold.

5. Represents a restricted stock award granted under PGI's 2019 Equity Incentive Plan. The restricted shares will vest in equal installments on the first, second and third anniversary of the grant date subject to the grantee's continued employment through each such date.

Remarks:

Title: Chief Underwriting and Risk Officer

	/s/ Frank D. Papalia (Attorney-in-Fact)	03/03/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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