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Filing Details

Accession Number:: 0001387131-19-005595
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2019-07-31 18:15:24
Reporting Period:: 2019-07-29

Accepted Time:: 2019-07-31 18:15:24
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1634038	Prosight Global Inc.	PROS	()	4

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
860866	David Bonderman	C/O Tpg Global, Llc, 301 Commerce Street, Suite 3300 Fort Worth TX 76102	No	No	Yes	No
1099776	G James Coulter	C/O Tpg Global, Llc, 301 Commerce Street, Suite 3300 Fort Worth TX 76102	No	No	Yes	No
1433038	Tpg Advisors Vi, Inc.	C/O Tpg Global, Llc, 301 Commerce Street, Suite 3300 Fort Worth TX 76102	No	No	Yes	No
1634024	Tpg Advisors Vi-Aiv, Inc.	C/O Tpg Global, Llc, 301 Commerce Street, Suite 3300 Fort Worth TX 76102	No	No	Yes	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2019-07-29	1,785,715	$13.09	16,950,394	No	4	S	Indirect	See Explanation of Responses

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	See Explanation of Responses

Footnotes

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.
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.
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.
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.
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.