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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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Dun & Bradstreet Holdings, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
26484T106 (CUSIP Number) |
Bryan D. Coy c/o Cannae 1701 Village Center Circle, Las Vegas, NV, 89134 702-323-7330 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/08/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on 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).
SCHEDULE 13D
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| CUSIP No. | 26484T106 |
| 1 |
Name of reporting person
Cannae Holdings, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
NEVADA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
60,048,691.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
13.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. | 26484T106 |
| 1 |
Name of reporting person
Cannae Holdings, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
60,048,691.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
13.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 26484T106 |
| 1 |
Name of reporting person
DNB Holdco, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
60,048,691.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
13.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
Dun & Bradstreet Holdings, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
5335 Gate Parkway, Jacksonville,
FLORIDA
, 32256. | |
Item 1 Comment:
This Amendment No. 5 ("Amendment No. 5") amends the statement on Schedule 13D originally filed by Cannae Holdings, Inc., Cannae Holdings, LLC and DNB Holdco, LLC (each individually a "Reporting Person" and collectively, the "Reporting Persons") on February 25, 2022 and as amended on July 11, 2022, January 27, 2023, March 18, 2024, and March 25, 2025 (as amended from time to time, the "Schedule 13D"), and relates to the Class A common stock, par value $0.0001 per share ("Common Stock"), of Dun & Bradstreet Holdings, Inc. (the "Issuer" or the "Company"). Except as specifically provided herein, this Amendment No. 5 does not modify any of the information previously reported in the Schedule 13D. Unless otherwise indicated, each capitalized term used but not defined in this Amendment No. 5 shall have the meaning assigned to such term in the Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is supplemented as follows:
On May 8, 2025, DNB Holdco, LLC sold 9,000,000 shares of Common Stock for $80,550,000, or $8.95 per share of Common Stock.
Information as of the date of this Amendment No. 5 is set forth on Schedule A to this Schedule 13D with respect to the Schedule A Persons and is incorporated herein by reference. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | This Item 5(a) of the Schedule 13D is supplemented as follows:
The calculation in this Amendment No. 5 of the percentage of Common Stock outstanding beneficially owned by a Reporting Person or a Schedule A Person, as the case may be, is based on (i) 446,424,575 shares of Common Stock outstanding as of April 25, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 1, 2025, plus (ii) in the case of any Schedule A Persons, to the knowledge of the Reporting Persons, the number of shares of Common Stock issuable upon the exercise of options owned by such Schedule A Person, if any. | |
| (b) | This item 5(b) is amended and supplemented as follows:
As of the date of this Amendment No. 5, the Reporting Persons beneficially owned an aggregate of 60,048,691 shares of Common Stock, which represents approximately 13.5% of the outstanding shares of Common Stock, and is comprised of 25,048,691 shares directly held by DNB Holdco, LLC and 35,000,000 shares directly held by Cannae Funding D, LLC, a wholly-owned subsidiary of DNB Holdco, LLC. | |
| (c) | This Item 5(c) is amended and supplemented as follows:
The Reporting Persons have not effected any transactions in Common Stock during the past 60 days, other than as disclosed in Item 4 and in Schedule A hereto, which are incorporated herein by reference. | |
| (d) | Not applicable. | |
| (e) | Not applicable. | |
| Item 7. | Material to be Filed as Exhibits. | |
Schedule A as included in Exhibit 99.1 | ||
| 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.
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| Exhibit 99.1 | ||||||||||||||||||||||||||
| SCHEDULE A | ||||||||||||||||||||||||||
The name, business address, and present principal occupation or employment of each of the executive officers and directors of the Reporting Persons are set forth below. The citizenship of each such person is the United States, unless otherwise stated. | ||||||||||||||||||||||||||
| Cannae Holdings, Inc. | ||||||||||||||||||||||||||
| Name | Present Principal Occupation or Employment | Business Address | Amount of Securities Beneficially Owned (1) | Percentage Beneficially Owned (1) | ||||||||||||||||||||||
| William P. Foley II | Chief Executive Officer, Chief Investment Officer and Chairman of the Board of Directors of Cannae Holdings, Inc. | (2) | 10,180,868 | (3) | 2.3 | % | ||||||||||||||||||||
| Douglas K. Ammerman | Director of Cannae Holdings, Inc. | (2) | 83,354 | (4) | Less than 1% | |||||||||||||||||||||
| Hugh R. Harris | Director of Cannae Holdings, Inc | (2) | — | |||||||||||||||||||||||
| C. Malcolm Holland | Chief Executive Officer of Veritex Holdings, Inc. | 8215 Westchester Dr Ste 400 Dallas, TX 75225 | — | |||||||||||||||||||||||
| Mark D. Linehan | Chief Executive Officer of Wynmark Company | 1125 Vereda Del Ciervo Goleta, CA 93117 | — | |||||||||||||||||||||||
| Frank R. Martire, Jr. | Founder and Partner of Bridgeport Partners | 220 Fifth Avenue, 18th Floor New York, NY 10001 | — | |||||||||||||||||||||||
| Erika Meinhardt | Director of Cannae Holdings, Inc | (2) | — | |||||||||||||||||||||||
| Barry B. Moullet | Principal of BBM Executive Insights, LLC | 4017 S Atlantic Ave Ste 705 New Smyrna Beach, FL 32169 | — | |||||||||||||||||||||||
| James B. Stallings, Jr. | Managing Partner of PS27 Ventures, LLC | 7835 Bayberry Rd Jacksonville, FL 32256 | — | |||||||||||||||||||||||
| Frank P. Willey | Partner at Hennelly & Grossfeld, LLP | 10900 Wilshire Blvd, Ste 400 Los Angeles, CA 90024 | 250,000 | (5) | Less than 1% | |||||||||||||||||||||
| Ryan R. Caswell | President of Cannae Holdings, Inc. | (2) | 36,366 | Less than 1% | ||||||||||||||||||||||
| Bryan D. Coy | Executive Vice President and Chief Financial Officer of Cannae Holdings, Inc. | (2) | — | |||||||||||||||||||||||
| Peter T. Sadowski | Executive Vice President and Chief Legal Officer of Cannae Holdings, Inc. | (2) | 10,000 | (6) | Less than 1% | |||||||||||||||||||||
| Michael L. Gravelle | Executive Vice President, General Counsel and Corporate Secretary of Cannae Holdings, Inc. | (2) | 115,994 | Less than 1% | ||||||||||||||||||||||
(1) To the best of the Reporting Persons' knowledge. Based on the calculation described in Item 5 of this Schedule 13D.
(2) c/o Cannae Holdings, Inc., 1701 Village Center Circle, Las Vegas, NV 89134.
(3) Includes 2,163,022 shares of Common Stock held by Foley Family Enterprises, LLC, a partnership controlled by Mr. Foley and his wife, 328,202 share of Common Stock held directly by Mr. Foley, 5,609,644 shares of Common Stock held by Bilcar, LLC, a partnership Controlled by Mr. Foley and his wife, and 2,080,000 shares of Common Stock issuable pursuant to currently exercisable options held by Mr. Foley. Mr. Foley's directly held shares include 71,429 shares of restricted stock granted to Mr. Foley on March 10, 2025 for his services on the Issuer's board of directors which vest one year from the date of grant. Reflects the sale of 2,500,000 shares of Common Stock by Mr. Foley on March 25, 2025 for $22,475,000, or $8.99 per share, and 2,500,000 shares of Common Stock by Mr. Foley on May 2, 2025 for $22,300,000, or $8.92 per share, as filed on Forms 144.
(4) Includes 23,810 shares of restricted stock granted to Mr. Ammerman on March 10, 2025 for his services on the Issuer's board of directors which vest one year from the date of grant.
(5) Includes 200,000 shares of Common Stock held by the Willey Living Trust and 50,000 shares of Common Stock held in an IRA.
(6) Includes 10,000 shares of Common Stock held by the Peter T. Sadowski Trust
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| Cannae Holdings, LLC. | ||||||||||||||||||||||||||
| Name | Present Principal Occupation or Employment | Business Address | Amount of Securities Beneficially Owned | Percentage Beneficially Owned | ||||||||||||||||||||||
| William P. Foley II | Senior Managing Director, Cannae Holdings, LLC | (2) | (2) | (2) | ||||||||||||||||||||||
| Ryan R. Caswell | Managing Director and President, Cannae Holdings, LLC | (2) | (2) | (2) | ||||||||||||||||||||||
| Bryan D. Coy | Managing Director and Chief Finance Officer, Cannae Holdings, LLC | (2) | (2) | (2) | ||||||||||||||||||||||
| Michael L. Gravelle | Managing Director, General Counsel and Corporate Secretary, Cannae Holdings, LLC | (2) | (2) | (2) | ||||||||||||||||||||||
| Cannae Holdings, Inc. (1) | Managing Member, Cannae Holdings, LLC | (3) | (1) | (1) | ||||||||||||||||||||||
(1) Cannae Holdings, Inc., a Nevada corporation, is the Managing Member of Cannae Holdings, LLC. See above and Item 5 of this Schedule 13D.
(2) See table for "Cannae Holdings, Inc." in this Schedule A.
(3) c/o Cannae Holdings, Inc., 1701 Village Center Circle, Las Vegas, NV 89134.
| DNB Holdco, LLC. | ||||||||||||||||||||||||||
| Name | Present Principal Occupation or Employment | Business Address | Amount of Securities Beneficially Owned | Percentage Beneficially Owned | ||||||||||||||||||||||
| Ryan R. Caswell | President, DNB Holdco, LLC | (2) | (2) | (2) | ||||||||||||||||||||||
| Bryan D. Coy | Manager and Chief Financial Officer, DNB Holdco, LLC | (2) | (2) | (2) | ||||||||||||||||||||||
| Michael L. Gravelle | Executive Vice President and General Counsel, DNB Holdco, LLC | (2) | (2) | (2) | ||||||||||||||||||||||
(1) Cannae Holdings, LLC, a Delaware limited liability company, is the Sole Member of DNB Holdco, LLC. See above and Item 5 of this Amendment No. 5.
(2) See table for “Cannae Holdings, Inc.” in this Schedule A.
(3) c/o Cannae Holdings, Inc., 1701 Village Center Circle, Las Vegas, NV 89134.
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