ProSight Global Form 4 / Magnus T Helgason 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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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^*

Helgason Magnus T

(Last)

(First)

(Middle)

C/O GOLDMAN SACHS & CO. LLC

200 WEST STREET

(Street)

NEW YORK

10282

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ProSight Global, Inc. [ PROS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/25/2019

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾⁽²⁾⁽³⁾	07/25/2019		P		10,000	A	$16	1,394,956⁽⁴⁾⁽⁵⁾	I	See Footnotes⁽⁴⁾⁽⁵⁾
Common Stock⁽¹⁾⁽²⁾⁽³⁾	07/25/2019		S		10,000	D	$16	1,384,956⁽⁴⁾⁽⁵⁾	I	See Footnotes⁽⁴⁾⁽⁵⁾
Common Stock⁽¹⁾⁽²⁾⁽³⁾	10/15/2019		P		1,074	A	$17.3307	17,006,651⁽⁴⁾⁽⁵⁾	I	See Footnotes⁽⁴⁾⁽⁵⁾
Common Stock⁽¹⁾⁽²⁾⁽³⁾	10/15/2019		S		1,074	D	$17.3307	17,005,577⁽⁴⁾⁽⁵⁾	I	See Footnotes⁽⁴⁾⁽⁵⁾
Common Stock⁽¹⁾⁽²⁾⁽³⁾	03/05/2020		P		2,000	A	$13.81	17,007,247⁽⁴⁾⁽⁵⁾	I	See Footnotes⁽⁴⁾⁽⁵⁾
Common Stock⁽¹⁾⁽²⁾⁽³⁾	03/05/2020		S		2,000	D	$13.81	17,005,247⁽⁴⁾⁽⁵⁾	I	See Footnotes⁽⁴⁾⁽⁵⁾
Common Stock⁽¹⁾⁽²⁾⁽³⁾	07/27/2020		P		200	A	$8.69	17,006,124⁽⁴⁾⁽⁵⁾	I	See Footnotes⁽⁴⁾⁽⁵⁾
Common Stock⁽¹⁾⁽²⁾⁽³⁾	07/27/2020		S		200	D	$8.69	17,005,924⁽⁴⁾⁽⁵⁾	I	See Footnotes⁽⁴⁾⁽⁵⁾
Common Stock⁽³⁾⁽⁶⁾	04/30/2021		C		9,183	A	$0.00	17,005,532⁽⁴⁾⁽⁵⁾	I	See Footnotes⁽⁴⁾⁽⁵⁾⁽⁶⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽⁶⁾	04/30/2021		C			9,183	⁽⁶⁾	⁽⁶⁾	Common Stock	9,183	⁽⁶⁾	11,043⁽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.

Remarks:

	/s/ Jamison Yardley, Attorney-in-fact	07/15/2021
	** 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.

ProSight Global (PROS) Form 4ProSight Global / Magnus T Helgason ownership change