| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
 |
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
Dun & Bradstreet Holdings, Inc. [ DNB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 02/08/2021 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
|||||||||||||||||||||||||
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 02/08/2021 | J(1) | 4,291,648 | D | $0 | 323,027 | I | By CC DNB Holdings, L.P. and CC Star Holdings, L.P.(2) | ||
| Common Stock | 23,193 | D | ||||||||
| Common Stock | 204,224 | I | By CC Star Holdings, LP(3) | |||||||
| Common Stock | 11,412,601 | I | By Star Parent, L.P.(4) | |||||||
|
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
| Explanation of Responses: |
| 1. On February 8, 2021, CC DNB Holdings, L.P. distributed, for no consideration, a total of 4,291,648 shares of Dun & Bradstreet Holdings, Inc.'s common stock in a pro rata distribution in kind (the "Distribution") to its partners. |
| 2. Shares directly owned by CC DNB Holdings, L.P. and CC Star Holdings, LP. Pursuant to the terms of a voting agreement, 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. |
| 3. Shares directly owned by CC Star Holdings, LP. Mr. Chu 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. |
| 4. Shares directly owned by Star Parent, L.P. Mr. Chu 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 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. |
| See Exhibit 99.1 | 02/10/2021 | |
| ** 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 4 (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 99.1
Joint Filer Information
| Name and Address of Joint Filer: | Chinh E. Chu | |
| Address of Joint Filer: | c/o Dun & Bradstreet Holdings, Inc. | |
| 103 John F. Kennedy Parkway | ||
| Relationship of Joint Filer to Issuer: | Director; member of 10% owner group | |
| Issuer Name and Ticker or Trading Symbol: | Dun & Bradstreet Holdings, Inc. [DNB] | |
| Date of Event Requiring Statement | ||
| (Month/Day/Year): | February 10, 2021 | |
| Designated Filer: | Chinh E. Chu | |
| Signature: | ||
| /s/ Chinh Chu | ||
| Dated: February 10, 2021 |
Joint Filer Information
(continued)
| Name and Address of Joint Filer: | CC Star Holdings, LP | |
| Address of Joint Filer: | c/o Dun & Bradstreet Holdings, Inc. | |
| 103 John F. Kennedy Parkway | ||
| Relationship of Joint Filer to Issuer: | Director; 10% Owner | |
| Issuer Name and Ticker or Trading Symbol: | Dun & Bradstreet Holdings, Inc. [DNB] | |
| Date of Event Requiring Statement | ||
| (Month/Day/Year): | February 10, 2021 | |
| Designated Filer: | Chinh E. Chu | |
| Signature: |
| CC STAR HOLDINGS, LP | |||
| By: | CC Capital GP, LLC | ||
| Its: | General Partner | ||
| By: | /s/ Chinh Chu | ||
| Name: | Chinh E. Chu | ||
| Title: | President and Senior Managing Director | ||
| Dated: February 10, 2021 | |||
Joint Filer Information
(continued)
| Name and Address of Joint Filer: | CC Capital GP, LLC | ||
| Address of Joint Filer: | c/o Dun & Bradstreet Holdings, Inc. | ||
| 103 John F. Kennedy Parkway | |||
| Relationship of Joint Filer to Issuer: | Director; 10% Owner | ||
| Issuer Name and Ticker or Trading Symbol: | Dun & Bradstreet Holdings, Inc. [DNB] | ||
| Date of Event Requiring Statement | |||
| (Month/Day/Year): | February 10, 2021 | ||
| Designated Filer: | Chinh E. Chu | ||
| Signature: | |||
| CC CAPITAL GP, LLC | |||
| By: | /s/ Chinh Chu | ||
| Name: | Chinh E. Chu | ||
| Title: | President and Senior Managing Director | ||
| Dated: February 10, 2021 | |||