ProSight Global (PROS) Form 4 ProSight Global / VI Offshore Advisors, L.L.C. GSCP 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^*

GOLDMAN SACHS & CO. LLC

(Last) (First) (Middle)

200 WEST STREET

(Street)

NEW YORK NY 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/04/2021

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

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

	Form filed by One Reporting Person
X	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	08/04/2021		J(1)		17,016,059(1)	D	$12.85(1)	0	I(2)(3)	See Footnotes(4)(5)(6)(7)(8)

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	(9)	08/04/2021		J(9)			11,043(9)	(9)	(9)	Common Stock	11,043	$12.85(9)	0	I(2)(3)	See Footnotes(8)(9)

1. Name and Address of Reporting Person^*

GOLDMAN SACHS & CO. LLC

(Last) (First) (Middle)

200 WEST STREET

(Street)

NEW YORK NY 10282

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GOLDMAN SACHS GROUP INC

(Last) (First) (Middle)

200 WEST STREET

(Street)

NEW YORK NY 10282

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GS Capital Partners VI Fund, L.P.

(Last) (First) (Middle)

1209 ORANGE STREET

(Street)

WILMINGTON DE 19801

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GS Capital Partners VI Parallel LP

(Last) (First) (Middle)

85 BROAD ST

(Street)

NEW YORK NY 10004

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GSCP VI Advisors, L.L.C.

(Last) (First) (Middle)

1209 ORANGE STREET

(Street)

WILMINGTON DE 19801

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GSCP VI Offshore Advisors, L.L.C.

(Last) (First) (Middle)

1209 ORANGE STREET

(Street)

WILMINGTON DE 19801

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ProSight Parallel Investment LLC

(Last) (First) (Middle)

C/O GOLDMAN, SACHS & CO.

200 WEST STREET

(Street)

NEW YORK NY 10282

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ProSight Equity Managment Inc.

(Last) (First) (Middle)

C/O GOLDMAN, SACHS & CO.

200 WEST STREET

(Street)

NEW YORK NY 10282

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ProSight Investment LLC

(Last) (First) (Middle)

C/O GOLDMAN, SACHS & CO.

200 WEST STREET

(Street)

NEW YORK NY 10282

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GS Capital Partners VI Offshore Fund, L.P.

(Last) (First) (Middle)

1209 ORANGE STREET

(Street)

WILMINGTON DE 19801

(City) (State) (Zip)

Explanation of Responses:

1. Pursuant to a merger on August 4, 2021 (the "Merger"), each share of common stock of the Issuer was converted into the right to receive $12.85 in cash, in accordance with the Agreement and Plan of Merger, dated as of January 14, 2021 ("Merger Agreement"), entered into among Pedal Parent, Inc. ("Parent"), Pedal Merger Sub, Inc., a wholly-owned subsidiary of Parent, and the Issuer.

2. This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman Sachs & Co. LLC ("Goldman Sachs"), GSCP VI Advisors, L.L.C. ("GSCP VI Advisors"), GS Advisors VI, L.L.C. ("GS Advisors VI"), GSCP VI Offshore Advisors, L.L.C. ("GSCP VI Offshore Advisors"), Goldman, Sachs Management GP GmbH ("GS GmbH"), GS Capital Partners VI Fund, L.P. ("GS Capital VI"), GS Capital Partners VI Parallel, L.P. ("GS Capital VI Parallel"), GS Capital Partners VI Offshore Fund, L.P. ("GS VI Offshore"), GS Capital Partners VI GmbH & Co. KG ("GS Germany VI" and, together with GS Capital VI, GS Capital VI Parallel and GS VI Offshore, the "Funds"), (continued in next footnote)

3. ProSight Investment LLC ("ProSight Investment"), ProSight Parallel Investment LLC ("Parallel Investment") and ProSight Equity Management Inc. ("Equity Management"). GS Group, Goldman Sachs, GSCP VI Advisors, GS Advisors VI, GSCP VI Offshore Advisors, GS GmbH, the Funds, ProSight Investment, Parallel Investment and Equity Management are defined collectively as the "Reporting Persons."

4. Goldman Sachs and GS Group may be deemed to beneficially own indirectly securities of the Issuer by reason of direct beneficial ownership of such securities by ProSight Investment and Parallel Investment. Affiliates of Goldman Sachs and GS Group are the general partner, managing general partner, managing partner, managing member or member of the Funds. Goldman Sachs is a subsidiary of GS Group. Goldman Sachs is the investment manager of certain of the Funds.

5. ProSight Investment and Parallel Investment had owned directly 14,821,997 and 2,183,019 shares, respectively, of Common Stock, which may be deemed to have been beneficially owned indirectly by their managing member, Equity Management.

6. Shares of Common Stock that correspond to certain of the Funds' membership interests in ProSight Investment may be deemed to be beneficially owned indirectly by: GS Capital VI, which may, in turn, be deemed to be beneficially owned indirectly by its general partner, GSCP VI Offshore Advisors; GS VI Offshore, which may, in turn, be deemed to be beneficially owned indirectly by its general partner GSCP VI Offshore Advisors; and GS Germany VI, which may, in turn, be deemed to be beneficially owned indirectly by its general partner, GS GmbH.

7. Shares of Common Stock that correspond to GS Parallel's membership interests in Parallel Investment may be deemed to be beneficially owned indirectly by GS Parallel, which may, in turn, be deemed to be beneficially owned indirectly by its general partner, GS Advisors VI.

8. The Reporting Persons disclaim beneficial ownership of all securities of the Issuer in excess of their pecuniary interest, if any, and this report shall not be deemed an admission that any such entity is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

9. Represents vested restricted stock units ("RSUs") previously awarded by the Issuer to Anthony Arnold, a managing director of Goldman Sachs, for his service as a director of the Issuer and held by Mr. Arnold on behalf of GS Group. On August 4, 2021, the RSUs were cancelled pursuant to the Merger Agreement in exchange for an amount in cash equal to the product the number of shares of common stock subject to the award multiplied by $12.85 per share.

Remarks:

This Form 4 has been split into two filings because there are more than 10 Reporting Persons in total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of 10 Reporting Persons.

	/s/ Jamison Yardley, Attorney-in-fact	08/06/2021
	/s/ Jamison Yardley, Attorney-in-fact	08/06/2021
	/s/ Jamison Yardley, Attorney-in-fact	08/06/2021
	/s/ Jamison Yardley, Attorney-in-fact	08/06/2021
	/s/ Jamison Yardley, Attorney-in-fact	08/06/2021
	/s/ Jamison Yardley, Attorney-in-fact	08/06/2021
	/s/ Jamison Yardley, Attorney-in-fact	08/06/2021
	/s/ Jamison Yardley, Attorney-in-fact	08/06/2021
	/s/ Jamison Yardley, Attorney-in-fact	08/06/2021
	/s/ Jamison Yardley, Attorney-in-fact	08/06/2021
	** Signature of Reporting Person	Date
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