| 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 |
| |||||||||||||||
| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol ProSight Global, Inc. [ PROS ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| ||||||||||||||||||||||||
| 3. Date of Earliest Transaction (Month/Day/Year) 07/24/2019 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||||||||||||
| 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 | 07/24/2019 | J(1) | 6,783(1) | A | (1) | 6,783 | 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (2) | 07/24/2019 | A | 24,496 | (3) | (3) | Common Stock | 24,496 | (3) | 24,496 | D | ||||
| Restricted Stock Units | (2) | 07/25/2019 | A | 180,357 | (4) | (4) | Common Stock | 180,357 | (4) | 180,357 | D | ||||
| Restricted Stock Units | (2) | 07/25/2019 | A | 16,369 | (5) | (5) | Common Stock | 16,369 | (5) | 16,369 | D | ||||
| Explanation of Responses: |
| 1. Received in connection with the merger of ProSight Global Holdings Limited ("PGHL") with and into its wholly-owned subsidiary, ProSight Global, Inc. ("PGI"), which was consummated in connection with PGI's initial public offering (the "Reorganization"), in exchange for equity interests in PGHL. As a result of the Reorganization, the separate existence of PGHL ceased, and PGI, as the surviving entity, continued its corporate existence under the laws of the State of Delaware. |
| 2. Each restricted stock unit ("RSU") represents a contingent right to receive one share of PGI's common stock. |
| 3. Represents vested RSUs initially granted under PGHL's 2010 Equity Incentive Plan (the "2010 Plan") that were exchanged for vested RSUs over shares of PGI's common stock in the Reorganization. RSUs are settled on the earliest to occur of the grantee's death or disability, termination of service to PGI, a "change of control" (as defined in the 2010 Plan) that constitutes a "change in control event" pursuant to Section 409A of the Internal Revenue Code of 1986, as amended, or the fifth anniversary of the grant date. |
| 4. Represents supplemental RSUs granted on July 25, 2019, in connection with PGI's initial public offering. 25% of the RSUs were vested on the grant date, 25% will vest on the second anniversary of the grant date subject to the grantee's continued employment through such date, and 50% will vest on the third anniversary of the grant date subject to the grantee's continued employment through such date, provided that upon the grantee's termination of employment due to death or disability or upon the grantee's termination of employment by PGI without cause or by the grantee for good reason, the RSUs will vest in full. |
| 5. Represents 2019 LTIP RSUs granted on July 25, 2019, in connection with PGI's initial public offering, which will vest ratably over three years on each of the first, second and third anniversary of the grant date subject to the grantee's continued employment through each such date, provided that (i) upon the grantee's termination of employment due to death or disability or, during the six months preceding or 24 months following a change in control, upon the grantee's termination of employment by PGI without cause or by the grantee for good reason, the RSUs will vest in full and (ii) upon the grantee's termination of employment by PGI without cause or by the grantee for good reason in the absence of a change in control, a pro-rated portion of the unvested RSUs will vest. |
| /s/ Frank D. Papalia (Attorney-in-Fact) | 07/26/2019 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
