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CUSIP
No. 74349J103
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13G
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Page
2 of 10
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1
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NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
TPG
Advisors VI, Inc.
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a)
☐
b) ☐
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3
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SEC
USE ONLY
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
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5
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SOLE
VOTING POWER
- 0 -
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6
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SHARED
VOTING POWER
16,361,109 (See item 2(a))
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7
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SOLE
DISPOSITIVE POWER
-
0 -
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8
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SHARED
DISPOSITIVE POWER
16,361,109 (See item 2(a))
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,361,109 (See item 2(a))
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10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
38.0% (1)
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12
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TYPE
OF REPORTING PERSON*
CO
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(1)
The calculation assumes that there is a total of 43,021,300 shares of Common Stock (as defined below) outstanding as of November
6, 2019, as reported on the Issuer’s (as defined below) Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission (the “Commission”) on November 6, 2019.
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CUSIP
No. 74349J103
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13G
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Page
3 of 10
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1
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NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
TPG
Advisors VI-AIV, Inc.
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a)
☐
b) ☐
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3
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SEC
USE ONLY
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5
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SOLE
VOTING POWER
- 0 -
|
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6
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SHARED
VOTING POWER
16,361,109 (See item 2(a))
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7
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SOLE
DISPOSITIVE POWER
-
0 -
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8
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SHARED
DISPOSITIVE POWER
16,361,109 (See item 2(a))
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,361,109 (See item 2(a))
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10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
38.0% (2)
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12
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TYPE
OF REPORTING PERSON*
CO
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(2)
The calculation assumes that there is a total of 43,021,300 shares of Common Stock outstanding as of November 6, 2019, as reported
on the Issuer’s Quarterly Report on Form 10-Q filed with the Commission on November 6, 2019.
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CUSIP
No. 74349J103
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13G
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Page
4 of 10
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1
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NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
David
Bonderman
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a)
☐
b) ☐
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3
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SEC
USE ONLY
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5
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SOLE
VOTING POWER
- 0 -
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6
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SHARED
VOTING POWER
16,361,109 (See item 2(a))
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7
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SOLE
DISPOSITIVE POWER
-
0 -
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8
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SHARED
DISPOSITIVE POWER
16,361,109 (See item 2(a))
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,361,109 (See item 2(a))
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10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
38.0% (3)
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12
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TYPE
OF REPORTING PERSON*
IN
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(3)
The calculation assumes that there is a total of 43,021,300 shares of Common Stock outstanding as of November 6, 2019, as reported
on the Issuer’s Quarterly Report on Form 10-Q filed with the Commission on November 6, 2019.
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CUSIP
No. 74349J103
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13G
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Page
5 of 10
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1
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NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
James
G. Coulter
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a)
☐
b) ☐
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3
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SEC
USE ONLY
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
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5
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SOLE
VOTING POWER
- 0 -
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6
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SHARED
VOTING POWER
16,361,109 (See item 2(a))
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7
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SOLE
DISPOSITIVE POWER
-
0 -
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8
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SHARED
DISPOSITIVE POWER
16,361,109 (See item 2(a))
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,361,109 (See item 2(a))
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10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
38.0% (4)
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12
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TYPE
OF REPORTING PERSON*
IN
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(4)
The calculation assumes that there is a total of 43,021,300 shares of Common Stock outstanding as of November 6, 2019, as reported
on the Issuer’s Quarterly Report on Form 10-Q filed with the Commission on November 6, 2019.
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Item
1(a).
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Name
of Issuer:
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ProSight
Global, Inc. (the “Issuer”)
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Item
1(b).
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Address
of Issuer’s Principal Executive Offices:
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412
Mt. Kemble Avenue, Suite 300
Morristown,
New Jersey 07960
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Item
2(a).
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Name
of Person Filing:
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This
Schedule 13G is being filed jointly by TPG Advisors VI, Inc., a Delaware corporation (“Advisors VI”), TPG Advisors
VI-AIV, Inc., a Cayman Islands corporation (“Advisors VI-AIV”), David Bonderman and James G. Coulter (each,
a “Reporting Person” and, together, the “Reporting Persons”), pursuant to an Agreement of
Joint Filing incorporated by reference herein in accordance with Rule 13d-1(k)(1) under the Act.
Advisors
VI is the general partner of Prosight TPG, L.P., a Delaware limited partnership, which directly holds 11,619,755 shares of Common
Stock.
Advisors
VI-AIV is the general partner of each of (i) TPG PS 1, L.P., a Cayman Islands limited partnership, which directly holds 9,296
shares of Common Stock, (ii) TPG PS 2, L.P., a Cayman Islands limited partnership, which directly holds 176,626 shares of
Common Stock, (iii) TPG PS 3, L.P., a Cayman Islands limited partnership, which directly holds 4,536,684 shares of Common
Stock, and (iv) TPG PS 4, L.P., a Cayman Islands limited partnership (together with Prosight TPG, L.P., TPG PS 1, L.P., TPG
PS 2, L.P. and TPG PS 3, L.P., the “TPG Funds”), which directly holds 18,748 shares of Common
Stock.
Because
of Advisors VI’s relationship to Prosight TPG, L.P., Advisors VI may be deemed to beneficially own the shares of Common
Stock held by Prosight TPG, L.P.
Because
of Advisor VI-AIV’s relationship to TPG PS 1, L.P., TPG PS 2, L.P., TPG PS 3, L.P. and TPG PS 4, L.P., Advisor VI-AIV may
be deemed to beneficially own the shares of Common Stock held by these TPG Funds. David Bonderman and James G. Coulter are sole
shareholders of each of Advisors VI and Advisors VI-AIV and may therefore be deemed to beneficially own the shares of Common Stock
held the TPG Funds. Messrs. Bonderman and Coulter disclaim beneficial ownership of the shares of Common Stock held by the TPG
Funds except to the extent of their pecuniary interest therein.
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Item
2(b).
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Address
of Principal Business Office or, if none, Residence:
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The
principal business address of each of the Reporting Persons is as follows:
c/o
TPG Global, LLC
301
Commerce Street, Suite 3300
Fort
Worth, Texas 76102
See
responses to Item 4 of each of the cover pages.
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Item
2(d).
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Titles
of Classes of Securities:
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Common
Stock, $0.01 par value per share (“Common Stock”)
74349J103
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Item
3.
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If
This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a(n):
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(a)
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☐ Broker
or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78o).
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(b)
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☐ Bank
as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c).
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(c)
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☐ Insurance
company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c).
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(d)
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☐ Investment
company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
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(e)
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☐ Investment
adviser in accordance with §240.13d-1(b)(1)(ii)(E).
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(f)
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☐ Employee
benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
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(g)
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☐ Parent
holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
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(h)
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☐ Savings
association as defined in Section 3(b) of the Federal Deposit Insurance Act (13 U.S.C. 1813).
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(i)
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☐ Church
plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15
U.S.C. 80a-3).
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(j)
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☐ Non-U.S.
institution in accordance with §240. 13d-1(b)(1)(ii)(J).
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(k)
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☐ Group
in accordance with §240.13d-1(b)(1)(ii)(K).
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If
filing as a non-U.S. institution in accordance with §240. 13d-1(b)(1)(ii)(J), please specify the
type of institution: ______________
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Item 4.
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Ownership
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(a)
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Amount
Beneficially Owned:
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See
responses to Item 9 on each cover page.
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(b)
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Percent
of Class:
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See
responses to Item 11 on each cover page.
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(c)
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Number of shares as to which such
person has:
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(i)
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Sole
power to vote or to direct the vote:
See
responses to Item 5 on each cover page.
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(ii)
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Shared
power to vote or to direct the vote:
See
responses to Item 6 on each cover page.
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(iii)
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Sole
power to dispose or to direct the disposition of:
See
responses to Item 7 on each cover page.
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(iv)
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Shared
power to dispose or to direct the disposition of:
See
responses to Item 8 on each cover page.
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Item
5.
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Ownership
of Five Percent or Less of a Class.
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If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following ☐.
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Item
6.
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Ownership
of More than Five Percent on Behalf of Another Person.
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Not
Applicable.
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Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding
Company.
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See
response to Item 2(a) above.
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Item
8.
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Identification
and Classification of Members of the Group.
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Not
Applicable.
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Item
9.
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Notice
of Dissolution of Group.
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Not
Applicable.
Not
Applicable.
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 13, 2020
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TPG Advisors VI, Inc.
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By:
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Name:
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Michael LaGatta
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Title:
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Vice President
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TPG Advisors VI-AIV,
Inc.
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By:
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Name:
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Michael LaGatta
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Title:
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Vice President
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David Bonderman
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By:
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Name:
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Bradford Berenson,
on behalf of David Bonderman (5)
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James G. Coulter
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By:
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Name:
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Bradford Berenson,
on behalf of James G. Coulter (6)
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(5)
Bradford Berenson is signing on behalf of Mr. Bonderman pursuant to an authorization and designation letter dated March 13, 2018,
which was previously filed with the Commission as an exhibit to a Schedule 13G filed by Mr. Bonderman on April 2, 2018 (SEC File
No. 005-90172).
(6)
Bradford Berenson is signing on behalf of Mr. Coulter pursuant to an authorization and designation letter dated March 13, 2018,
which was previously filed with the Commission as an exhibit to a Schedule 13G filed by Mr. Coulter on April 2, 2018 (SEC File
No. 005-90172).
Exhibit
Index
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Exhibit 1
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Agreement of Joint Filing as required by Rule
13d-1(k)(1) under the Act.*
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*
Incorporated by reference herein to the Agreement of Joint Filing by TPG Group Holdings (SBS) Advisors, Inc., TPG Group Advisors
VI, Inc., TPG Group Advisors VI-AIV, Inc., David Bonderman and James G. Coulter, dated as of March 4, 2015, which was previously
filed by the Commission as Exhibit 1 to Schedule 13G by TPG Group Holdings (SBS) Advisors, Inc., TPG Group Advisors VI, Inc.,
TPG Group Advisors VI-AIV, Inc., David Bonderman and James G. Coulter on March 4, 2015.