UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. 1)
Under the Securities Exchange Act of 1934
DUN & BRADSTREET HOLDINGS, INC.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
26484T106
(CUSIP Number)
December 31, 2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 26484T106 | 13G |
| 1 | Names of Reporting Persons
William P. Foley II | |||||
| 2 | Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☒
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
United States | |||||
Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power
4,144,817 (See Item 4) | ||||
| 6 | Shared Voting Power
10,609,644 (1) (See Item 4) | |||||
| 7 | Sole Dispositive Power
4,144,817 (See Item 4) | |||||
| 8 | Shared Dispositive Power
10,609,644 (1) (See Item 4) | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
14,754,461 (1) (See Item 4) | |||||
| 10 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 11 | Percent of Class Represented by Amount in Row (9)
3.4% (2) (See Item 4) | |||||
| 12 | Type of Reporting Person
IN | |||||
| (1) | See Item 4 of this Schedule 13G. Includes all shares of common stock beneficially owned by Bilcar, LLC. |
| (2) | Based on 433,269,078 shares of Common Stock outstanding, comprised of (i) 431,189,078 shares of Common Stock outstanding as of October 31, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended September 30, 2021, filed with the Securities and Exchange Commission (“SEC”) on November 4, 2021, plus (ii) 2,080,000 shares of Common Stock issuable pursuant to currently exercisable options held by Mr. Foley. |
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| CUSIP No. 26484T106 | 13G |
| 1 | Names of Reporting Persons
Bilcar, LLC | |||||
| 2 | Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☒
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
California | |||||
Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power
0 (See Item 4) | ||||
| 6 | Shared Voting Power
10,609,644 (1) (See Item 4) | |||||
| 7 | Sole Dispositive Power
0 (See Item 4) | |||||
| 8 | Shared Dispositive Power
10,609,644 (1) (See Item 4) | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
10,609,644 (1) (See Item 4) | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11 | Percent of Class Represented by Amount in Row (9)
2.5% (2) (See Item 4) | |||||
| 12 | Type of Reporting Person
OO | |||||
| (1) | See Item 4 of this Schedule 13G. |
| (2) | Based on 431,189,078 shares of Common Stock outstanding as of October 31, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended September 30, 2021, filed with the SEC on November 4, 2021. |
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| Item 1(a). | Name of Issuer: |
Dun & Bradstreet Holdings, Inc. (“Issuer”)
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
101 JFK Parkway
Short Hills, NJ 07078
| Item 2(a). | Name of Person Filing: |
This statement is being filed on behalf of William P. Foley II and Bilcar, LLC (“Bilcar”) (collectively, the “Reporting Persons”). Bilcar is partnership owned by Mr. Foley and Carol Foley.
An agreement among the Reporting Persons on behalf of which this Schedule 13G/A is filed was previously filed as an exhibit to the original Schedule 13G filing.
| Item 2(b). | Address of Principal Business Office or, if none, Residence: |
The principal business office of each Reporting Person is:
1701 Village Center Circle
Las Vegas, NV 89134
| Item 2(c). | Citizenship: |
Mr. Foley is a citizen of the United States. Bilcar is a California limited liability company.
| Item 2(d). | Title of Class of Securities: |
Common Stock, par value $0.0001 per share (“Common Stock”), of the Issuer
| Item 2(e). | CUSIP Number: 26484T106 |
| Item 3. | Not applicable. |
| Item 4. | Ownership |
(a)-(c) The responses of the Reporting Persons to Rows 5, 6, 7, 8, 9 and 11 in each of their respective cover pages which relate to the beneficial ownership of the Common Stock of the Issuer, as of December 31, 2021, are incorporated herein by reference. As of December 31, 2021, Mr. Foley beneficially owned an aggregate of 14,754,461 shares of Common Stock, which includes (i) 50,454 shares of Common
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Stock issued to Mr. Foley by the Issuer for his service on the Issuer’s board of directors, of which 27,261 shares are restricted and subject to vesting, (ii) 10,609,644 shares of Common Stock directly owned by Bilcar, (iii) 4,144,817 shares of Common Stock directly owned by Mr. Foley, and (iv) 2,080,000 shares of Common Stock issuable pursuant to currently exercisable options held by Mr. Foley, representing approximately 3.4% of the shares of Common Stock outstanding (based on 433,269,078 shares of Common Stock outstanding, which includes (i) 431,189,078 shares of Common Stock outstanding as of October 31, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended September 31, 2021, filed with the SEC on November 4, 2021, plus (ii) 2,080,000 shares of Common Stock issuable pursuant to currently exercisable options held by Mr. Foley).
Due to that certain letter agreement, dated as of June 30, 2020, by and among Bilcar, D&B Holdco, LLC, CC Star Holdings, LP, certain entities affiliated with Thomas H. Lee Partners, L.P., and Black Knight Infoserv, LLC (collectively, the “Letter Agreement Parties”), the Letter Agreement Parties may be deemed to constitute a “group”, within the meaning of Section 13(d)(3) of the Exchange Act that beneficially owns, in the aggregate, 199,247,900 shares representing 45.8% of outstanding Common Stock based on the information concerning beneficial ownership provided to Bilcar by each of the other Letter Agreement Parties. It is the understanding of Bilcar that each of the other Letter Agreement Parties will be filing a separate Schedule 13G pursuant to Rule 13d-1(k)(2). The Reporting Persons expressly disclaim beneficial ownership over any shares of Common Stock that they may be deemed to beneficially own solely by reason of the Letter Agreement. Except as disclosed herein, this Schedule 13G does not reflect any shares of Common Stock beneficially owned by the other Parties.
| Item 5. | Ownership of Five Percent or Less of a Class |
Not applicable.
| Item 6. | Ownership of More Than Five Percent on Behalf of Another Person |
The responses of the Reporting Persons to Items 2(a) and 4 are incorporated herein by reference.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group |
The responses of the Reporting Persons to Item 4 is incorporated herein by reference.
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| Item 9. | Notice of Dissolution of Group |
Not applicable.
| Item 10. | Certification |
Not applicable.
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Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 11, 2022
| /s/ William P. Foley II | ||
William P. Foley II | ||
| Bilcar, LLC | ||
| By: | /s/ Michael L. Gravelle | |
| Name: Michael L. Gravelle | ||
| Title: Corporate Secretary | ||
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EXHIBIT INDEX
Exhibit No. | Description | |
| 1 | Joint Filing Agreement by and among the Reporting Persons (incorporated by reference to the Reporting Persons’ Schedule 13G filed on February 12, 2021). | |
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