Statement of Changes in Beneficial Ownership (4)
July 15 2021 - 7:22PM
Edgar (US Regulatory)
FORM 4
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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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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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1. Name and Address of Reporting Person
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Helgason Magnus T |
2. Issuer Name and Ticker or Trading Symbol
ProSight Global, Inc.
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PROS
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O GOLDMAN SACHS & CO. LLC, 200 WEST STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
7/25/2019 |
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(Street)
NEW YORK, NY 10282
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock (1)(2)(3) | 7/25/2019 | | P | | 10000 | A | $16.00 | 1394956 (4)(5) | I | See Footnotes (4)(5) |
| Common Stock (1)(2)(3) | 7/25/2019 | | S | | 10000 | D | $16.00 | 1384956 (4)(5) | I | See Footnotes (4)(5) |
| Common Stock (1)(2)(3) | 10/15/2019 | | P | | 1074 | A | $17.3307 | 17006651 (4)(5) | I | See Footnotes (4)(5) |
| Common Stock (1)(2)(3) | 10/15/2019 | | S | | 1074 | D | $17.3307 | 17005577 (4)(5) | I | See Footnotes (4)(5) |
| Common Stock (1)(2)(3) | 3/5/2020 | | P | | 2000 | A | $13.81 | 17007247 (4)(5) | I | See Footnotes (4)(5) |
| Common Stock (1)(2)(3) | 3/5/2020 | | S | | 2000 | D | $13.81 | 17005247 (4)(5) | I | See Footnotes (4)(5) |
| Common Stock (1)(2)(3) | 7/27/2020 | | P | | 200 | A | $8.69 | 17006124 (4)(5) | I | See Footnotes (4)(5) |
| Common Stock (1)(2)(3) | 7/27/2020 | | S | | 200 | D | $8.69 | 17005924 (4)(5) | I | See Footnotes (4)(5) |
| Common Stock (3)(6) | 4/30/2021 | | C | | 9183 | A | $0.00 | 17005532 (4)(5) | I | See Footnotes (4)(5)(6) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
| Restricted Stock Units | (6) | 4/30/2021 | | C | | | 9183 | (6) | (6) | Common Stock | 9183 | (6) | 11043 (7) | I | See Footnotes (4)(5)(6) |
| Explanation of Responses: |
| (1) | These transactions in the common stock (the "Common Stock") of ProSight Global, Inc. (the "Issuer") have not previously been reported on Form 4 and were effected by Goldman Sachs & Co. LLC ("Goldman Sachs") acting as agent on behalf of certain international affiliates that had entered into riskless principal trades in connection with client trade facilitation in the ordinary course of their business. |
| (2) | Without conceding riskless principal trades in connection with client trade facilitation in the ordinary course of business can result in liability under Section 16(b) of the Securities Exchange Act of 1934 (the "Exchange Act"), the amount of profit potentially recoverable by the Issuer from the reported transactions in the event that they were subject to Section 16(b) will be remitted to the Issuer. |
| (3) | The Reporting Person is a vice president of Goldman Sachs. Goldman Sachs is a subsidiary of The Goldman Sachs Group, Inc. (the "GS Group"). Effective March 1, 2021, the Reporting Person ceased to be a member of the Issuer's board of directors. |
| (4) | Goldman Sachs and GS Group may be deemed to beneficially own directly or indirectly, in the aggregate, 17,005,532 shares of the Common Stock of the Issuer by reason of the direct or indirect beneficial ownership of Common Stock by certain investment entities (the "GS Funds") because GS Group, or affiliates of GS Group and Goldman Sachs, are the general partner, managing general partner, managing partner, managing member or member of the GS Funds. Goldman Sachs is the investment manager of certain of the GS Funds. |
| (5) | The Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Exchange Act, or for any other purpose. |
| (6) | Represents the automatic conversion of 9,183 vested Restricted Stock Units ("RSUs") awarded to the Reporting Person pursuant to the non-employee director compensation policy of the Issuer for his service as a director of the Issuer into 9,183 shares of Common Stock in connection with the Reporting Person's departure from the Issuer's board of directors. The Reporting Person held the RSUs on behalf of GS Group. |
| (7) | Represents 11,043 RSUs held by Anthony Arnold on behalf of GS Group. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Helgason Magnus T
C/O GOLDMAN SACHS & CO. LLC
200 WEST STREET
NEW YORK, NY 10282 | X |
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Signatures
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| /s/ Jamison Yardley, Attorney-in-fact | | 7/15/2021 |
| **Signature of Reporting Person | Date |
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