| 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 |
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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)
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2. Issuer Name and Ticker or Trading Symbol
Dun & Bradstreet Holdings, Inc. [ DNB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/04/2021 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 | ||||||
| Class A Common Stock | 11/04/2021 | J(1) | 55,467,747(1) | D | $0.00(1) | 48,351,863(2) | I | See Footnotes(3)(4)(5) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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)
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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. See Exhibit 99.1 for text of footnote (1). |
| 2. See Exhibit 99.1 for text of footnote (2). |
| 3. See Exhibit 99.1 for text of footnote (3). |
| 4. See Exhibit 99.1 for text of footnote (4). |
| 5. See Exhibit 99.1 for text of footnote (5). |
| Remarks: |
| Exhibit 99.1 (Form 4 Footnotes) and Exhibit 99.2 (Joint Filer Information) are incorporated herein by reference. This Form 4 is the second of two Forms 4 being filed relating to the same event. The Form 4 has been split into two filings because there are more than 10 Reporting Persons in total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of 10 Reporting Persons. Each Form 4 will be filed by Designated Filer Thomas H. Lee Advisors, LLC. |
| ** See Exhibit 99.2 for Signatures | 11/04/2021 | |
| ** 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
| Name and Address of Reporting Person: | Thomas H. Lee Advisors, LLC | |
| c/o Thomas H. Lee Partners, L.P. | ||
| 100 Federal Street, 35th Floor | ||
| Boston, MA 02210 | ||
| Issuer Name and Ticker or Trading Symbol: | Dun & Bradstreet Holdings, Inc. [DNB] | |
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Date of Earliest Transaction Required to be Reported (Month/Day/Year): |
November 4, 2021 |
Footnotes to Form 4
(1) On November 4, 2021, a distribution-in-kind of Class A Common Stock of Dun & Bradstreet Holdings, Inc. was effected to partners of THL Equity Fund VIII Investors (D&B), L.P., one of the Reporting Persons, on a pro rata basis for no consideration.
(2) Pursuant to the operative agreements among certain of the THL Funds (as defined below), any securities issued to persons serving as directors of portfolio companies of the THL Funds, such as the issuer, are held for the benefit of the THL Funds.
(3) This report is filed by the following Reporting Persons: Thomas H. Lee Advisors, LLC (“THL Advisors”), Thomas H. Lee Equity Fund VIII, L.P. (“THL Equity VIII”), Thomas H. Lee Parallel Fund VIII, L.P. (“Parallel Fund VIII”), THL Fund VIII Coinvestment Partners, L.P. (“Coinvestment VIII”), THL Executive Fund VIII, L.P. (“Executive Fund VIII”), THL Equity Fund VIII Investors (D&B), L.P. (“Equity Fund VIII (D&B)”), THL Equity Advisors VIII, LLC (“Equity Advisors”), Thomas H. Lee Partners, L.P. (“THL Partners”), THL Holdco, LLC (“THL Holdco”), and THL Managers VIII, LLC (“THL Managers VIII”) (collectively with their affiliates, the “THL Funds”); Thomas M. Hagerty; and Gnaneshwar B. Rao. This Form 4 is in two parts and is jointly filed with the Reporting Persons in both parts. See Remarks.
(4) THL Holdco is the managing member of THL Advisors, which is in turn the general partner of THL Partners, which in turn is the general partner of Coinvestment VIII, the managing member of THL Manager VIII and is the sole member of Equity Advisors, which in turn is the general partner of the THL Equity VIII, Parallel Fund VIII, Executive Fund VIII and Equity Fund VIII (D&B). Each of Mr. Hagerty and Mr. Rao is a Managing Director of THL Partners. Solely for purposes of Section 16 of the Securities Exchange Act of 1934, the THL Funds may be deemed directors by deputization.
(5) In all prior filings, the Reporting Persons have disclaimed beneficial ownership except to the extent of their respective pecuniary interests and, as none of the Reporting Persons or their respective affiliates have a pecuniary interest in the distributed shares reported herein, each of the Reporting Persons fully disclaim beneficial ownership of such distributed shares.
Exhibit 99.2
Joint Filer Information
| Name of Joint Filer: | Thomas H. Lee Advisors, LLC | |
| Address of Joint Filer: | c/o Thomas H. Lee Partners, L.P. | |
| 100 Federal Street, 35th Floor | ||
| Boston, MA 02110 | ||
| Relationship of Joint Filer to Issuer: | 10% Owner | |
| Director | ||
| Issuer Name and Ticker or Trading Symbol: | Dun & Bradstreet Holdings, Inc. [DNB] | |
| Date of Earliest Transaction Required to be Reported (Month/Day/Year): | November 4, 2021 | |
| Designated Filer: | Thomas H. Lee Advisors, LLC |
Signature:
| THOMAS H. LEE ADVISORS, LLC | ||
| By: THL Holdco, LLC, its Managing Member | ||
| By: | /s/ Michael McDonnell | |
| Name: Michael McDonnell | ||
| Title: Chief Financial Officer, Management Company | ||
Dated: November 4, 2021
1
Exhibit 99.2
Joint Filer Information
(continued)
| Name of Joint Filer: | Thomas H. Lee Equity Fund VIII, L.P. | |
| Address of Joint Filer: | c/o Thomas H. Lee Partners, L.P. | |
| 100 Federal Street, 35th Floor | ||
| Boston, MA 02110 | ||
| Relationship of Joint Filer to Issuer: | 10% Owner | |
| Director | ||
| Issuer Name and Ticker or Trading Symbol: | Dun & Bradstreet Holdings, Inc. [DNB] | |
| Date of Earliest Transaction Required to be Reported (Month/Day/Year): | November 4, 2021 | |
| Designated Filer: | Thomas H. Lee Advisors, LLC |
Signature:
THOMAS H. LEE EQUITY FUND VIII, L.P.
By: THL Equity Advisors VIII, LLC, its General Partner
By: Thomas H. Lee Partners, L.P., its Sole Member
By: Thomas H. Lee Advisors, LLC, its General Partner
By: THL Holdco, LLC, its Managing Member
| By: | /s/ Michael McDonnell | |
| Name: Michael McDonnell | ||
| Title: Chief Financial Officer, Management Company | ||
Dated: November 4, 2021
2
Exhibit 99.2
Joint Filer Information
(continued)
| Name of Joint Filer: | Thomas H. Lee Parallel Fund VIII, L.P. | |
| Address of Joint Filer: | c/o Thomas H. Lee Partners, L.P. | |
| 100 Federal Street, 35th Floor | ||
| Boston, MA 02110 | ||
| Relationship of Joint Filer to Issuer: | 10% Owner | |
| Director | ||
| Issuer Name and Ticker or Trading Symbol: | Dun & Bradstreet Holdings, Inc. [DNB] | |
| Date of Earliest Transaction Required to be Reported (Month/Day/Year): | November 4, 2021 | |
| Designated Filer: | Thomas H. Lee Advisors, LLC | |
Signature:
THOMAS H. LEE PARALLEL FUND VIII, L.P.
By: THL Equity Advisors VIII, LLC, its General Partner
By: Thomas H. Lee Partners, L.P., its Sole Member
By: Thomas H. Lee Advisors, LLC, its General Partner
By: THL Holdco, LLC, its Managing Member
| By: | /s/ Michael McDonnell | |
| Name: Michael McDonnell | ||
| Title: Chief Financial Officer, Management Company | ||
Dated: November 4, 2021
3
Exhibit 99.2
Joint Filer Information
(continued)
| Name of Joint Filer: | THL Fund VIII Coinvestment Partners, L.P. | |
| Address of Joint Filer: | c/o Thomas H. Lee Partners, L.P. | |
| 100 Federal Street, 35th Floor | ||
| Boston, MA 02110 | ||
| Relationship of Joint Filer to Issuer: | 10% Owner | |
| Director | ||
| Issuer Name and Ticker or Trading Symbol: | Dun & Bradstreet Holdings, Inc. [DNB] | |
| Date of Earliest Transaction Required to be Reported (Month/Day/Year): | November 4, 2021 | |
| Designated Filer: | Thomas H. Lee Advisors, LLC | |
Signature:
THL FUND VIII COINVESTMENT PARTNERS, L.P.
By: Thomas H. Lee Partners, L.P., its General Partner
By: Thomas H. Lee Advisors, LLC, its General Partner
By: THL Holdco, LLC, its Managing Member
| By: | /s/ Michael McDonnell | |
| Name: Michael McDonnell | ||
| Title: Chief Financial Officer, Management Company | ||
Dated: November 4, 2021
4
Exhibit 99.2
Joint Filer Information
(continued)
| Name of Joint Filer: | THL Executive Fund VIII, L.P. | |
| Address of Joint Filer: | c/o Thomas H. Lee Partners, L.P. | |
| 100 Federal Street, 35th Floor | ||
| Boston, MA 02110 | ||
| Relationship of Joint Filer to Issuer: | 10% Owner | |
| Director | ||
| Issuer Name and Ticker or Trading Symbol: | Dun & Bradstreet Holdings, Inc. [DNB] | |
| Date of Earliest Transaction Required to be Reported (Month/Day/Year): | November 4, 2021 | |
| Designated Filer: | Thomas H. Lee Advisors, LLC |
Signature:
THL EXECUTIVE FUND VIII, L.P.
By: THL Equity Advisors VIII, LLC, its General Partner
By: Thomas H. Lee Partners, L.P., its Sole Member
By: Thomas H. Lee Advisors, LLC, its General Partner
By: THL Holdco, LLC, its Managing Member
| By: | /s/ Michael McDonnell | |
| Name: Michael McDonnell | ||
| Title: Chief Financial Officer, Management Company | ||
Dated: November 4, 2021
5
Exhibit 99.2
Joint Filer Information
(continued)
| Name of Joint Filer: | THL Equity Fund VIII Investors (D&B), L.P. | |
| Address of Joint Filer: | c/o Thomas H. Lee Partners, L.P. | |
| 100 Federal Street, 35th Floor | ||
| Boston, MA 02110 | ||
| Relationship of Joint Filer to Issuer: | 10% Owner | |
| Director | ||
| Issuer Name and Ticker or Trading Symbol: | Dun & Bradstreet Holdings, Inc. [DNB] | |
| Date of Earliest Transaction Required to be Reported (Month/Day/Year): | November 4, 2021 | |
| Designated Filer: | Thomas H. Lee Advisors, LLC |
Signature:
THL EQUITY FUND VIII INVESTORS (D&B), L.P.
By: THL Equity Advisors VIII, LLC, its General Partner
By: Thomas H. Lee Partners, L.P., its Sole Member
By: Thomas H. Lee Advisors, LLC, its General Partner
By: THL Holdco, LLC, its Managing Member
| By: | /s/ Michael McDonnell | |
| Name: Michael McDonnell | ||
| Title: Chief Financial Officer, Management Company | ||
Dated: November 4, 2021
6
Exhibit 99.2
Joint Filer Information
(continued)
| Name of Joint Filer: | THL Equity Advisors VIII, LLC | |
| Address of Joint Filer: | c/o Thomas H. Lee Partners, L.P. | |
| 100 Federal Street, 35th Floor | ||
| Boston, MA 02110 | ||
| Relationship of Joint Filer to Issuer: | 10% Owner | |
| Director | ||
| Issuer Name and Ticker or Trading Symbol: | Dun & Bradstreet Holdings, Inc. [DNB] | |
| Date of Earliest Transaction Required to be Reported (Month/Day/Year): | November 4, 2021 | |
| Designated Filer: | Thomas H. Lee Advisors, LLC | |
Signature:
THL EQUITY ADVISORS VIII, LLC
By: Thomas H. Lee Partners, L.P., its Sole Member
By: Thomas H. Lee Advisors, LLC, its General Partner
By: THL Holdco, LLC, its Managing Member
| By: | /s/ Michael McDonnell | |
| Name: Michael McDonnell | ||
| Title: Chief Financial Officer, Management Company | ||
Dated: November 4, 2021
7
Exhibit 99.2
Joint Filer Information
(continued)
| Name of Joint Filer: | Thomas H. Lee Partners, L.P. | |
| Address of Joint Filer: | 100 Federal Street, 35th Floor | |
| Boston, MA 02110 | ||
| Relationship of Joint Filer to Issuer: | 10% Owner | |
| Director | ||
| Issuer Name and Ticker or Trading Symbol: | Dun & Bradstreet Holdings, Inc. [DNB] | |
| Date of Earliest Transaction Required to be Reported (Month/Day/Year): | November 4, 2021 | |
| Designated Filer: | Thomas H. Lee Advisors, LLC |
Signature:
THOMAS H. LEE PARTNERS, L.P.
By: Thomas H. Lee Advisors, LLC, its General Partner
By: THL Holdco, LLC, its Managing Member
| By: | /s/ Michael McDonnell | |
| Name: Michael McDonnell | ||
| Title: Chief Financial Officer, Management Company |
Dated: November 4, 2021
8
Exhibit 99.2
Joint Filer Information
(continued)
| Name of Joint Filer: | THL Managers VIII, LLC | |
| Address of Joint Filer: | c/o Thomas H. Lee Partners, L.P. | |
| 100 Federal Street, 35th Floor | ||
| Boston, MA 02110 | ||
| Relationship of Joint Filer to Issuer: | 10% Owner | |
| Director | ||
| Issuer Name and Ticker or Trading Symbol: | Dun & Bradstreet Holdings, Inc. [DNB] | |
| Date of Earliest Transaction Required to be Reported (Month/Day/Year): | November 4, 2021 | |
| Designated Filer: | Thomas H. Lee Advisors, LLC |
Signature:
THL MANAGERS VIII, LLC
By: Thomas H. Lee Partners, L.P., its Managing Member
By: Thomas H. Lee Advisors, LLC, its General Partner
By: THL Holdco, LLC, its Managing Member
| By: | /s/ Michael McDonnell | |
| Name: Michael McDonnell | ||
| Title: Chief Financial Officer, Management Company | ||
Dated: November 4, 2021
9
Exhibit 99.2
Joint Filer Information
(continued)
| Name of Joint Filer: | THL Holdco, LLC | |
| Address of Joint Filer: | c/o Thomas H. Lee Partners, L.P. | |
| 100 Federal Street, 35th Floor | ||
| Boston, MA 02110 | ||
| Relationship of Joint Filer to Issuer: | 10% Owner | |
| Director | ||
| Issuer Name and Ticker or Trading Symbol: | Dun & Bradstreet Holdings, Inc. [DNB] | |
| Date of Earliest Transaction Required to be Reported (Month/Day/Year): | November 4, 2021 | |
| Designated Filer: | Thomas H. Lee Advisors, LLC | |
Signature:
THL HOLDCO, LLC
| By: | /s/ Michael McDonnell | |
| Name: Michael McDonnell | ||
| Title: Chief Financial Officer, Management Company | ||
Dated: November 4, 2021
10
Exhibit 99.2
Joint Filer Information
(continued)
| Name of Joint Filer: | Thomas M. Hagerty | |
| Address of Joint Filer: | c/o Thomas H. Lee Partners, L.P. | |
| 100 Federal Street, 35th Floor | ||
| Boston, MA 02110 | ||
| Relationship of Joint Filer to Issuer: | Director | |
| Issuer Name and Ticker or Trading Symbol: | Dun & Bradstreet Holdings, Inc. [DNB] | |
| Date of Earliest Transaction Required to be Reported (Month/Day/Year): | November 4, 2021 | |
| Designated Filer: | Thomas H. Lee Advisors, LLC |
Signature:
| /s/ Thomas M. Hagerty | ||
| Thomas M. Hagerty | ||
Dated: November 4, 2021
11
Exhibit 99.2
Joint Filer Information
(continued)
| Name of Joint Filer: | Gnaneshwar B. Rao | |
| Address of Joint Filer: | c/o Thomas H. Lee Partners, L.P. | |
| 100 Federal Street, 35th Floor | ||
| Boston, MA 02110 | ||
| Relationship of Joint Filer to Issuer: | Director | |
| Issuer Name and Ticker or Trading Symbol: | Dun & Bradstreet Holdings, Inc. [DNB] | |
| Date of Earliest Transaction Required to | ||
| be Reported (Month/Day/Year): | November 4, 2021 | |
| Designated Filer: | Thomas H. Lee Advisors, LLC |
Signature:
| /s/ Gnaneshwar B. Rao | ||
| Gnaneshwar B. Rao |
Dated: November 4, 2021
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