Statement of Changes in Beneficial Ownership (4)
August 06 2021 - 7:41PM
Edgar (US Regulatory)
FORM 4
[X]
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
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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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PISZEL ANTHONY S |
2. Issuer Name and Ticker or Trading Symbol
ProSight Global, Inc.
[
PROS
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Financial Officer |
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(Last)
(First)
(Middle)
412 MT. KEMBLE AVENUE, SUITE 300 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/4/2021 |
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(Street)
MORRISTOWN, NJ 07960
(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) | 8/4/2021 (1) | | D | | 50178 | D | $12.85 (1) | 73945 | D | |
| Common Stock (2) | 8/4/2021 (1)(2) | | D | | 32220 | D | (2) | 41725 | D | |
| Common Stock (3) | 8/4/2021 (1)(3) | | D | | 41725 | D | (3) | 0 | D | |
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 | (4) | 8/4/2021 (1)(4) | | D | | | 146235 | (4) | (4) | Common Stock | 146235 | (4) | 21588 | D | |
| Performance-based Restricted Stock Units | (5) | 8/4/2021 (1)(5) | | D | | | 21588 | (5) | (5) | Common Stock | 21588 | (5) | 0 | D | |
| Explanation of Responses: |
| (1) | Disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 14, 2021 , by and among ProSight Global, Inc. (the "Issuer"), Pedal Parent, Inc. and Pedal Merger Sub, Inc. providing for the merger of the Issuer and Pedal Merger Sub, Inc. (the "Merger") and, at the effective time of the Merger, each share of the Issuer's common stock was converted into the right to receive $12.85 in cash, without interest and less any required withholding taxes (the "Per Share Merger Consideration"). The Merger was completed on August 4, 2021. |
| (2) | Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding vested and unvested award of shares subject to time-based vesting conditions was cancelled and converted into the right to receive an amount in cash, less any required withholding taxes, equal to the product of (A) the number of shares subject to such award multiplied by (B) the Per Share Consideration. |
| (3) | Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding vested and unvested award of shares subject to performance-based vesting conditions was cancelled and converted into the right to receive an amount in cash, less any required withholding taxes, equal to the product of (A) the number of shares subject to such award that became vested based on the higher of target performance and actual performance multiplied by (B) the Per Share Consideration. |
| (4) | Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding vested and unvested time-vesting restricted stock unit award was cancelled and converted into the right to receive an amount in cash, less any required withholding taxes, equal to the product of (A) the number of shares subject to such award multiplied by (B) the Per Share Consideration. |
| (5) | Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding vested and unvested performance-based restricted stock unit award was cancelled and converted into the right to receive an amount in cash, less any required withholding taxes, equal to the product of (A) the number of shares subject to such award that became vested based on the higher of target performance and actual performance multiplied by (B) the Per Share Consideration. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
PISZEL ANTHONY S
412 MT. KEMBLE AVENUE
SUITE 300
MORRISTOWN, NJ 07960 |
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| Chief Financial Officer |
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Signatures
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| /s/ Patrick Horan (Attorney-in-Fact) | | 8/6/2021 |
| **Signature of Reporting Person | Date |
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