Veldran Richard H Form 4 DUN & BRADSTREET / RICHARD H VELDRAN ownership change

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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X

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^*

VELDRAN RICHARD H

(Last) (First) (Middle)

103 JFK PARKWAY

(Street)

SHORT HILLS NJ 07078

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
DUN & BRADSTREET CORP/NW [ DNB ]

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

3. Date of Earliest Transaction (Month/Day/Year)
02/08/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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	02/08/2019		A		14,281	A	$0.00	27,811.5679	D
Common Stock	02/08/2019		D		27,811.5679(1)	D	$145	0	D
Common Stock	02/08/2019		D		814.6163(1)(2)	D	$145	0	I	HELD IN ESPP

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
Leveraged Restricted Stock Units	(3)	02/08/2019		D			5,179(3)	(3)	03/01/2021	Common Stock	5,179(3)	$0.00	0	D
Leveraged Restricted Stock Units	(4)	02/08/2019		D			3,258(4)	(4)	03/01/2020	Common Stock	3,258(4)	$0.00	0	D
Leveraged Restricted Stock Units	(5)	02/08/2019		D			1,748(5)	(5)	03/01/2019	Common Stock	1,748(5)	$0.00	0	D

Explanation of Responses:

1. Cancelled pursuant to the merger agreement between The Dun & Bradstreet Corporation, Star Parent L.P. and Star Merger Sub, Inc., in exchange for the merger consideration price of $145.00 per share.

2. Held in the issuer's employee stock purchase plan (ESPP) as of 2/8/2019.

3. Represents the cancellation and payout of the first, second and third tranches (each tranche, 1/3) of the leveraged restricted stock units (5,179) granted on March 1, 2018, assuming 100% of target.

4. Represents the cancellation and payout of the second (1/3) and third (1/3) tranches of the leveraged restricted stock units (4,887) granted on March 1, 2017, assuming 100% of target.

5. Represents the cancellation and payout of the third tranche (1/3) of the leveraged restricted stock units (5,243) granted on March 1, 2016, assuming 100% of target.

Remarks:

	/s/ Kristin R. Kaldor for Richard H. Veldran by POA previously filed	02/12/2019
	** Signature of Reporting Person	Date
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