| 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 07/01/2020 |
3. Issuer Name and Ticker or Trading Symbol
Dun & Bradstreet Holdings, Inc. [ DNB ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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 | 204,224 | I | See Footnotes(1)(2) |
| Common Stock | 11,412,601 | I | See Footnotes(1)(3) |
| Common Stock | 4,614,675 | I | See Footnotes(1)(4) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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 | ||||
| Option (right to buy) | 06/30/2020 | 06/30/2027 | Common Stock | 2,080,000 | 22 | D(5) | |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. On July 1, 2020, Dun & Bradstreet Holdings, Inc. (the "Company") priced the initial public offering (the "IPO") of its common stock. This report is being filed by: Chinh E. Chu ("Mr. Chu"), CC Star Holdings, LP, and CC Capital GP, LLC (together, the "Reporting Persons" and each a "Reporting Person"). Mr. Chu, the sole member of CC Capital GP, LLC, serves on the Board of Directors of the Company (the "Board"). Solely for the purpose of Section 16 of the Exchange Act of 1934 (the "Exchange Act"), the Reporting Persons may be deemed to be directors-by-deputization as a result of the service of Mr. Chu on the Board. |
| 2. Shares directly owned by CC Star Holdings, LP. Mr. Chinh or his affiliates and related trusts may be deemed to directly or indirectly have a pecuniary interest in such shares through his interests in the direct and indirect limited partners of CC Star Holdings, LP. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of such shares in excess of their respective pecuniary interests. |
| 3. Shares directly owned by Star Parent, L.P. Mr. Chinh or his affiliates and related trusts may be deemed to directly or indirectly have a pecuniary interest in such shares through his interests in the direct and indirect limited partners of Star Parent, L.P. Star Parent, L.P. reports its beneficial ownership in independent Section 16 reports, not as part of the joint filing group reporting herein. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of such shares in excess of their respective pecuniary interests. |
| 4. Shares directly owned by CC DNB Holdings, L.P. and CC Star Holdings, LP. Pursuant to the terms of a voting agreement entered into in connection with the IPO, CC DNB Holdings, L.P. delegated its voting rights over such shares to CC Star Holdings, LP. CC Capital GP, LLC is the general partner of CC Star Holdings, LP. Mr. Chu is the sole member of CC Capital GP, LLC. |
| 5. Options granted by the Company in the IPO directly owned by Mr. Chu. |
| Remarks: |
| Exhibit 24.1 (Power of Attorney) Exhibit 99.1 (Joint Filer Information) is incorporated herein by reference. |
| See Exhibit 99.1 | 07/01/2020 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
POWER OF ATTORNEY
Know all by these presents, the undersigned hereby constitutes and appoints each of Joe Reinhardt, Colleen Haley, Karen Pettiford-Wilson and Cheryl Bock, signing singly, the undersigned’s true and lawful attorney-in-fact to:
(1) Execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer, director and/or stockholder of Dun & Bradstreet Holdings, Inc. (the “Company”), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;
(2) Do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and
(3) Take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 1st day of July, 2020.
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/s/ Chinh E. Chu |
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Signature |
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Name: Chinh E. Chu |
Joint Filer Information
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Name and Address of Joint Filer: |
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Chinh E. Chu |
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Address of Joint Filer: |
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c/o Dun & Bradstreet Holdings, Inc. |
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103 John F. Kennedy Parkway |
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Relationship of Joint Filer to Issuer: |
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Director; member of 10% owner group |
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Issuer Name and Ticker or Trading Symbol: |
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Dun & Bradstreet Holdings, Inc. [DNB] |
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Date of Event Requiring Statement |
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(Month/Day/Year): |
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July 1, 2020 |
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Designated Filer: |
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Chinh E. Chu |
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Signature: |
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/s/ Chinh Chu |
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Dated: July 1, 2020 |
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Joint Filer Information
(continued)
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Name and Address of Joint Filer: |
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CC Star Holdings, LP | |
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Address of Joint Filer: |
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c/o Dun & Bradstreet Holdings, Inc. | |
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103 John F. Kennedy Parkway | |
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Relationship of Joint Filer to Issuer: |
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Director; 10% Owner | |
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Issuer Name and Ticker or Trading Symbol: |
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Dun & Bradstreet Holdings, Inc. [DNB] | |
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Date of Event Requiring Statement |
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(Month/Day/Year): |
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July 1, 2020 | |
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Designated Filer: |
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Chinh E. Chu | |
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Signature: |
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CC STAR HOLDINGS, LP | |
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By: |
CC Capital GP, LLC |
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Its: |
General Partner |
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By: |
/s/ Chinh Chu |
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Name: |
Chinh E. Chu |
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Title: |
President and Senior Managing Director |
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Dated: July 1, 2020 |
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Joint Filer Information
(continued)
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Name and Address of Joint Filer: |
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CC Capital GP, LLC | |
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Address of Joint Filer: |
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c/o Dun & Bradstreet Holdings, Inc. | |
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103 John F. Kennedy Parkway | |
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Relationship of Joint Filer to Issuer: |
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Director; 10% Owner | |
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Issuer Name and Ticker or Trading Symbol: |
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Dun & Bradstreet Holdings, Inc. [DNB] | |
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Date of Event Requiring Statement |
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(Month/Day/Year): |
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July 1, 2020 | |
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Designated Filer: |
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Chinh E. Chu | |
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Signature: |
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CC CAPITAL GP, LLC | |
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By: |
/s/ Chinh Chu |
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Name: |
Chinh E. Chu |
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Title: |
President and Senior Managing Director |
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Dated: July 1, 2020 |
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