OH Cypress Aggregator Form 3 CCC Intelligent Solutions / Steven G. Puccinelli ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

OH Cypress Aggregator, L.P.

(Last) (First) (Middle)

65 EAST 55TH STREET

32ND FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/30/2021

3. Issuer Name and Ticker or Trading Symbol
CCC Intelligent Solutions Holdings Inc. [ CCCS ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $0.0001 par value	53,082,833(1)(2)	D(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

OH Cypress Aggregator, L.P.

(Last) (First) (Middle)

65 EAST 55TH STREET

32ND FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Oak Hill Capital Partners IV (Onshore), L.P.

(Last) (First) (Middle)

65 EAST 55TH STREET

32ND FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Oak Hill Capital Partners IV (Onshore Tax Exempt), L.P.

(Last) (First) (Middle)

65 EAST 55TH STREET

32ND FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Oak Hill Capital Partners IV (Offshore), L.P.

(Last) (First) (Middle)

65 EAST 55TH STREET

32ND FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Oak Hill Capital Partners IV (Offshore 892), L.P.

(Last) (First) (Middle)

65 EAST 55TH STREET

32ND FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Oak Hill Capital Partners IV (Management), L.P.

(Last) (First) (Middle)

65 EAST 55TH STREET

32ND FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

OHCP GenPar IV, L.P.

(Last) (First) (Middle)

65 EAST 55TH STREET

32ND FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

OHCP MGP IV, Ltd.

(Last) (First) (Middle)

65 EAST 55TH STREET

32ND FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Puccinelli Steven G.

(Last) (First) (Middle)

65 EAST 55TH STREET

32ND FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Explanation of Responses:

1. The Reporting Person acquired these securities on July 30, 2021, as consideration for the Reporting Person's common stock of Cypress Holdings, Inc., which CCC Intelligent Solutions Holdings, Inc. (the "Issuer") acquired by merger on July 30, 2021. The business combination agreement provides that the former shareholders of Cypress Holdings, Inc. will receive additional shares of the Issuer's common stock at the earlier to occur of (a) the first date on which the last reported closing price of the Issuer's shares has been greater than or equal to $15.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any twenty (20) day trading days within any thirty (30) consecutive trading day period commencing after July 30, 2021 or (b) a change of control of the Issuer, in each case if such event occurs within ten (10) years after July 30, 2021. (cont'd on FN 2)

2. (cont'd from FN 1) The Reporting Person's right to receive additional shares pursuant to this earn-out right became fixed and irrevocable on July 30, 2021, the effective date of the merger.

3. The Oak Hill Fund IV Entities (as defined below, except OH Cypress Aggregator, L.P.), OHCP Gen Par IV, L.P. (the "Oak Hill GP"), OHCP MGP IV, Ltd. (the "Oak Hill UGP") and Steven Puccinelli may be deemed to have indirect ownership of the securities.

Remarks:

OH Cypress Aggregator, L.P. ("OH Cypress") is beneficially owned by Oak Hill Capital Partners IV (Onshore), L.P., Oak Hill Capital Partners IV (Onshore Tax Exempt), L.P., Oak Hill Capital Partners IV (Offshore), L.P., Oak Hill Capital Partners IV (Offshore 892), L.P., Oak Hill Capital Partners IV (Management), L.P. (together, including OH Cypress, the "Oak Hill Fund IV Entities") and certain of their co-investors. The general partner of each of the Oak Hill Fund IV Entities is the Oak Hill GP. The general partner of Oak Hill GP is the Oak Hill UGP. Steven Puccinelli is a director of the Issuer, and also a director and partner of Oak Hill UGP. The Oak Hill Fund IV Entities, Oak Hill GP, and Oak Hill UGP may be deemed to be a director by deputization of the Issuer. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein.

	/s/ Allan Kahn, Assistant Secretary of OHCP MGP IV, Ltd.	08/03/2021
	/s/ Allan Kahn, Assistant Secretary of OHCP MGP IV, Ltd., general partner of OHCP GenPar IV, L.P.	08/03/2021
	/s/ Allan Kahn, Assistant Secretary of OHCP MGP IV, Ltd., general partner of OHCP GenPar IV, L.P., general partner of Oak Hill Capital Partners IV (Management), L.P.	08/03/2021
	/s/ Allan Kahn, Assistant Secretary of OHCP MGP IV, Ltd., general partner of OHCP GenPar IV, L.P., general partner of Oak Hill Capital Partners IV (Offshore 892), L.P.	08/03/2021
	/s/ Allan Kahn, Assistant Secretary of OHCP MGP IV, Ltd., general partner of OHCP GenPar IV, L.P., general partner of Oak Hill Capital Partners IV (Offshore), L.P.	08/03/2021
	/s/ Allan Kahn, Assistant Secretary of OHCP MGP IV, Ltd., general partner of OHCP GenPar IV, L.P., general partner of Oak Hill Capital Partners IV (Onshore Tax Exempt), L.P.	08/03/2021
	/s/ Allan Kahn, Assistant Secretary of OHCP MGP IV, Ltd., general partner of OHCP GenPar IV, L.P., general partner of Oak Hill Capital Partners IV (Onshore), L.P.	08/03/2021
	/s/ Allan Kahn, Assistant Secretary of OHCP MGP IV, Ltd., general partner of OHCP GenPar IV, L.P., general partner of OH Cypress Aggregator, L.P.	08/03/2021
	/s/ Steven Puccinelli	08/03/2021
	** Signature of Reporting Person	Date
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