Statement of Changes in Beneficial Ownership (4)
March 03 2020 - 5:54PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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
*
Papalia Frank |
2. Issuer Name and Ticker or Trading Symbol
ProSight Global, Inc.
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PROS
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Legal Officer |
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(Last)
(First)
(Middle)
412 MT. KEMBLE AVENUE,, SUITE 300 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/28/2020 |
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(Street)
MORRISTOWN, NJ 07960
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock (1) | 2/28/2020 | | M | | 9257 | A | (1) | 39858 | D | |
| Common Stock (2) | 2/28/2020 | | M | | 31114 | A | (2) | 70972 | D | |
| Common Stock (3) | 2/28/2020 | | A | | 14925 | A | (3) | 85897 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 | (1) | 2/28/2020 | | M | | | 9257 | (1) | (1) | Common Stock | 9257 | (1) | 20995 | D | |
| Restricted Stock Units | (2) | 2/28/2020 | | M | | | 31114 | (2) | (2) | Common Stock | 31114 | (2) | 93337 | D | |
| Explanation of Responses: |
| (1) | Represents the settlement of vested RSUs in shares of common stock of ProSight Global, Inc. ("PGI"). The vested RSUs were granted under ProSight Global Holdings Limited's ("PGHL") 2010 Equity Incentive Plan and were exchanged for vested RSUs over shares of PGI's common stock in connection with the merger of PGHL with and into its wholly owned subsidiary, PGI, which was consummated in connection with PGI's initial public offering. These RSUs settle on the earliest to occur of the grantee's death or disability, the grantee's termination of service, a "change of control" or the fifth anniversary of the grant date. |
| (2) | Represents the settlement of 25% of the supplemental RSUs in shares of common stock of PGI. The supplemental RSUs were granted on July 25, 2019, in connection with PGI's initial public offering. 25% of the RSUs were vested on the grant date and scheduled to settle on February 28, 2020. 25% will vest on the second anniversary of the grant date and 50% will vest on the third anniversary of the grant date, in each case subject to the grantee's continued employment through each such date. |
| (3) | Represents a restricted stock award granted under PGI's 2019 Equity Incentive Plan. The restricted shares will vest in equal installments on the first, second and third anniversary of the grant date subject to the grantee's continued employment through each such date. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Papalia Frank
412 MT. KEMBLE AVENUE,
SUITE 300
MORRISTOWN, NJ 07960 |
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| Chief Legal Officer |
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Signatures
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| /s/ Frank D. Papalia | | 3/3/2020 |
| **Signature of Reporting Person | Date |
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