| 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) 07/02/2020 |
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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)(5) |
| Common Stock | 12,419,783 | I | See Footnotes(1)(3)(5) |
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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(4) | |
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. This form is being filed by the following Reporting Persons: William P. Foley, II ("Mr. Foley") and Bilcar, LLC ("Bilcar") (together, the "Reporting Persons" and each a "Reporting Person"). Mr. Foley as a member and the sole manager of Bilcar indirectly beneficially owns the shares of Common Stock beneficially owned by Bilcar. Solely for purposes of Section 16 of the Exchange Act, each Reporting Person may be deemed a "director by deputization." |
| 2. Shares are directly owned by Bilcar. |
| 3. Shares are directly owned by Star Parent, L.P. Mr. Foley and Bilcar may be deemed to directly or indirectly have a pecuniary interest in such shares through his or its 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 |
| 4. Directly owned by Mr. Foley and granted by the Issuer. |
| 5. 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 any equity securities in excess of their respective pecuniary interests. |
| Remarks: |
| This amendment is being filed to (i) include EDGAR codes for each of the joint filers identified in the original filing of this Form 3 and (ii) check the corresponding box in Item 6 above. Due to an SEC system upgrade that caused outages and subsequent delays to processing EDGAR filing code applications, all filers were unable to obtain filing codes prior to the initial Form 3 filing. Exhibit 24.1 (Power of Attorney) Exhibit 99.1 (Joint Filer Information) |
| See Exhibit 99.1 | 07/09/2020 | |
| ** 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. | ||
Exhibit 24.1
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 29th day of June, 2020.
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/s/ William P. Foley II |
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Signature |
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Name: William P. Foley II |
Exhibit 99.1
Joint Filer Information
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Name and Address of Joint Filer: |
William P. Foley II |
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Address of Joint Filer: |
c/o 1701 Village Center Circle |
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Las Vegas, NV 89134 |
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Relationship of Joint Filer to Issuer: |
Director; 10% Owner |
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Issuer Name and Ticker or Trading Symbol: |
Dun & Bradstreet Holdings, Inc. [DNB] |
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Date of Event Requiring Statement |
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(Month/Day/Year): |
July 1, 2020 |
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Designated Filer: |
William P. Foley II |
Signature:
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/s/ Joe A. Reinhardt III, as attorney-in-fact |
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Dated: July 9, 2020
Joint Filer Information
(continued)
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Name and Address of Joint Filer: |
Bilcar, LLC |
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Address of Joint Filer: |
c/o 1701 Village Center Circle |
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Las Vegas, NV 89134 |
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Relationship of Joint Filer to Issuer: |
Director; 10% Owner |
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Issuer Name and Ticker or Trading Symbol: |
Dun & Bradstreet Holdings, Inc. [DNB] |
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Date of Event Requiring Statement |
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(Month/Day/Year): |
July 1, 2020 |
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Designated Filer: |
William P. Foley II |
Signature:
Bilcar, LLC
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By: |
/s/ Michael L. Gravelle |
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Name: Michael L. Gravelle |
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Title: Corporate Secretary |
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Dated: July 9, 2020