SEC FORM
4
SEC Form 4
| 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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| OMB APPROVAL |
| OMB Number: |
3235-0287 |
| Estimated average burden |
| hours per response: |
0.5 |
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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*
| C/O THOMAS H. LEE PARTNERS, L.P. |
| 100 FEDERAL STREET, 35TH FLOOR |
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Dun & Bradstreet Holdings, Inc.
[ DNB ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| X |
Director |
X |
10% Owner |
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Officer (give title below) |
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Other (specify below) |
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3. Date of Earliest Transaction
(Month/Day/Year)
02/15/2022
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4. 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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Form filed by One Reporting Person |
| X |
Form filed by More than One Reporting Person |
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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)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction Code (Instr.
8)
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4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
Amount |
(A) or (D) |
Price |
| Class A Common Stock |
02/15/2022 |
|
J
|
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9,515,754
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A |
$19.8848
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57,867,617
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I |
See Footnotes
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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)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
1. Name and Address of Reporting Person*
| C/O THOMAS H. LEE PARTNERS, L.P. |
| 100 FEDERAL STREET, 35TH FLOOR |
(Street)
|
1. Name and Address of Reporting Person*
| C/O THOMAS H. LEE PARTNERS, L.P. |
| 100 FEDERAL STREET, 35TH FLOOR |
(Street)
|
1. Name and Address of Reporting Person*
| C/O THOMAS H. LEE PARTNERS, L.P. |
| 100 FEDERAL STREET, 35TH FLOOR |
(Street)
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| Explanation of Responses: |
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| Remarks: |
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See Exhibit 99.2 for Signatures |
02/17/2022 |
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** 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]
Date of Earliest Transaction Required
to be Reported (Month/Day/Year): February 17, 2022
Footnotes to Form 4
(1) On February 15 2022, pursuant to that certain Purchase Agreement dated as
of February 15, 2022, by and among Black Knight, Inc., Optimal Blue I LLC, the
"Blocker Owners" set forth on Schedule I thereto, Cannae Holdings, LLC, solely
for the purposes of the sections set forth therein, Thomas H. Lee Equity Fund
VIII, L.P. ("THL Equity VIII"), Thomas H. Lee Parallel Equity Fund VIII, L.P.
("Parallel Fund VIII"), THL Executive Fund VIII, L.P. ("Executive Fund VIII")
and THL Fund VIII Coinvestment Partners, L.P. ("Coinvestment VIII") acquired
3,155,028, 5,744,897, 240,876 and 374,953 shares of Class A Common Stock,
respectively, of the issuer in exchange for providing cash consideration and
the Blocker Owners' equity in Optimal Blue Holdco, LLC to Black Knight, Inc.
(the "Transaction").
(2) Following the Transaction, the THL Funds (as defined below) directly hold
shares of Class A Common Stock of the issuer as follows: THL Equity VIII
directly holds 14,258,985 shares of Class A Common Stock; Parallel Fund VIII
directly holds 25,963,759 shares of Class A Common Stock; Executive Fund VIII
directly holds 1,088,627 shares of Class A Common Stock; Coinvestment VIII
directly holds 1,694,579 shares of Class A Common Stock; and THL Equity Fund
VIII Investors (D&B), L.P. ("Equity Fund VIII (D&B)") directly holds 14,861,667
shares of Class A Common Stock.
(3) This report is filed by the following Reporting Persons: Thomas H. Lee
Advisors, LLC ("THL Advisors"), THL Equity VIII, Parallel Fund VIII,
Coinvestment VIII, Executive Fund VIII, 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) Represents awards of restricted common stock granted to Mr. Hagerty and Mr.
Rao, in the aggregate, for their service on the board of directors of the
issuer. Pursuant to the operative agreements among certain of the THL Funds,
any securities issued to persons serving as directors of portfolio companies of
THL Funds, such as the issuer, are held for the benefit of the THL Funds.
(6) The Reporting Persons disclaim beneficial ownership of the reported
securities except to the extent of their respective pecuniary interests
therein, and each of the Reporting Persons fully disclaim beneficial ownership
of any shares of Class A Common Stock acquired by persons unaffiliated with the
THL Funds or their respective affiliates pursuant to the Transaction.
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): February 17, 2022
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: February 17, 2022
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): February 17, 2022
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: February 17, 2022
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): February 17, 2022
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: February 17, 2022
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): February 17, 2022
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: February 17, 2022
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): February 17, 2022
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: February 17, 2022
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): February 17, 2022
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: February 17, 2022
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): February 17, 2022
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: February 17, 2022
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): February 17, 2022
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: February 17, 2022
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): February 17, 2022
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: February 17, 2022
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): February 17, 2022
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: February 17, 2022
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): February 17, 2022
Designated Filer: Thomas H. Lee Advisors, LLC
Signature: /s/ Thomas M. Hagerty
------------------------------------------
Thomas M. Hagerty
Dated: February 17, 2022
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): February 17, 2022
Designated Filer: Thomas H. Lee Advisors, LLC
Signature: /s/ Gnaneshwar B. Rao
------------------------------------------
Gnaneshwar B. Rao
Dated: February 17, 2022
