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*
TPG Advisors VI, Inc.

(Last) (First) (Middle)
C/O TPG GLOBAL, LLC,
301 COMMERCE STREET, SUITE 3300

(Street)
FORT WORTH TX 76102

(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 X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
07/29/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Common Stock 07/29/2019 S 1,785,715 D $13.09 16,950,394 I See Explanation of Responses(1)(2)(3)(4)(5)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
TPG Advisors VI, Inc.

(Last) (First) (Middle)
C/O TPG GLOBAL, LLC,
301 COMMERCE STREET, SUITE 3300

(Street)
FORT WORTH TX 76102

(City) (State) (Zip)
1. Name and Address of Reporting Person*
TPG Advisors VI-AIV, Inc.

(Last) (First) (Middle)
C/O TPG GLOBAL, LLC,
301 COMMERCE STREET, SUITE 3300

(Street)
FORT WORTH TX 76102

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BONDERMAN DAVID

(Last) (First) (Middle)
C/O TPG GLOBAL, LLC,
301 COMMERCE STREET, SUITE 3300

(Street)
FORT WORTH TX 76102

(City) (State) (Zip)
1. Name and Address of Reporting Person*
COULTER JAMES G

(Last) (First) (Middle)
C/O TPG GLOBAL, LLC,
301 COMMERCE STREET, SUITE 3300

(Street)
FORT WORTH TX 76102

(City) (State) (Zip)
Explanation of Responses:
1. David Bonderman and James G. Coulter are sole shareholders of each of (i) TPG Advisors VI, Inc., which is the general partner of Prosight TPG, L.P., which directly holds 12,038,268 shares of Common Stock ("Common Stock") of ProSight Global, Inc. (the "Issuer"), and (ii) TPG Advisors VI-AIV Inc. (together with TPG Advisors VI, Inc. and Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the general partner of each of (a) TPG PS 1, L.P., which directly holds 9,631 shares of Common Stock, (b) TPG PS 2, L.P., which directly holds 182,988 shares of Common Stock, (c) TPG PS 3, L.P., which directly holds 4,700,084 shares of Common Stock, and (d) TPG PS 4, L.P. (together with Prosight TPG, L.P., TPG PS 1, L.P., TPG PS 2, L.P. and TPG PS 3, L.P., the "TPG Funds"), which directly holds 19,423 shares of Common Stock.
2. On July 25, 2019, the Issuer merged with its parent company, ProSight Global Holdings Limited ("PGHL"), with the Issuer as the surviving entity (the "Reorganization"). As a consequence of the Reorganization, the Issuer issued an aggregate of 18,736,109 shares of Common Stock to the TPG Funds for the then-outstanding equity interests of PGHL held by the TPG Funds. The Reorganization did not alter the proportionate interests of securities holders.
3. On July 24, 2019, the TPG Funds entered into an underwriting agreement with Goldman Sachs & Co. LLC and Barclays Capital Inc., as representatives of the several underwriters named in Schedule I thereto (collectively, the "Underwriters"), whereby the TPG Funds agreed to sell, and the Underwriters agreed to purchase, an aggregate of 1,785,715 shares of Common Stock at a price of $13.09 per share (the "Secondary Share Sale"). On July 29, 2019, the Secondary Share Sale closed.
4. Because of the relationship between the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective direct or indirect pecuniary interests therein. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.
5. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.
Remarks:
(6) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. (7) Bradford Berenson is signing on behalf of both Messrs. Bonderman and Coulter pursuant to the authorization and designation letters dated March 13, 2018, which were previously filed with the Securities and Exchange Commission.
/s/ Adam Fliss, Vice President, TPG Advisors VI, Inc. (6) 07/31/2019
/s/ Adam Fliss, Vice President, TPG Advisors VI-AIV Inc. (6) 07/31/2019
/s/ Bradford Berenson on behalf of David Bonderman (6)(7) 07/31/2019
/s/ Bradford Berenson on behalf of James G. Coulter (6)(7) 07/31/2019
** Signature of Reporting Person Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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