UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

 

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DUN & BRADSTREET HOLDINGS, INC.

(Name of Issuer)

 

Common Stock, par value $0.0001

(Title of Class of Securities)

 

2648T106

(CUSIP Number)

 

Arthur Price

Chief Compliance Officer and Assistant General Counsel

Thomas H. Lee Partners, L.P.

100 Federal Street, 35th Floor

Boston, MA 02110

(617) 227-1050

 

November 7, 2023

(Date of Event Which Requires Filing of this Statement)

 

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If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

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Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7(b) for other parties to whom copies are to be sent.

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The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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1	NAMES OF REPORTING PERSONS
	Thomas H. Lee Advisors, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			22,525,103*
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			22,525,103*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	22,525,103*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	5.1%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

*See Item 5.

1	NAMES OF REPORTING PERSONS
	Thomas H. Lee Equity Fund VIII, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			6,142,612*
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			6,142,612*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	6,142,612*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	1.4%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

*See Item 5.

1	NAMES OF REPORTING PERSONS
	Thomas H. Lee Parallel Fund VIII, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			11,184,899*
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			11,184,899*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	11,184,899*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	2.5%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

*See Item 5.

1	NAMES OF REPORTING PERSONS
	THL Executive Fund VIII, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			468,969*
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			468,969*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	468,969*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.1%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

*See Item 5.

1	NAMES OF REPORTING PERSONS
	THL Equity Advisors VIII, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			22,525,103*
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			22,525,103*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	22,525,103*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	5.1%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

 *See Item 5.

1	NAMES OF REPORTING PERSONS
	Thomas H. Lee Partners, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			22,525,103*
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			22,525,103*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	22,525,103*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	5.1%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

 *See Item 5

1	NAMES OF REPORTING PERSONS
	THL Managers VIII, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			36,104*
		8	SHARED VOTING POWER
			22,525,103*
		9	SOLE DISPOSITIVE POWER
			36,104*
		10	SHARED DISPOSITIVE POWER
			22,525,103*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	22,561,207*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	5.1%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

 *See Item 5.

*See Item 5.

1	NAMES OF REPORTING PERSONS
	THL Fund VIII Coinvestment Partners, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			730,006*
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			730,006*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	730,006*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.2%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

*See Item 5.

1	NAMES OF REPORTING PERSONS
	THL Equity Fund VIII Investors (D&B), L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			3,998,617*
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			3,998,617*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,998,617*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.9%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

*See Item 5.

This Amendment No. 3 (“Amendment No. 3”) amends and supplements the statement on Schedule 13D originally filed by the Reporting Persons on February 25, 2022 (as amended from time to time, the “Schedule 13D”). Except as specifically provided herein, this Amendment No. 3 does not modify any of the information previously reported in the Schedule 13D. Unless otherwise indicated, each capitalized term used but not defined in this Amendment No. 3 shall have the meaning assigned to such term in the Schedule 13D.

 

Item 4 of the Schedule 13D is supplemented as follows:

 

On November 7, 2023, certain of the Reporting Persons sold an aggregate of 13,396,742 shares of Common Stock as follows, Equity Fund VIII (D&B) sold 4,117,689 shares, Parallel Fund VIII sold 5,601,995 shares, THL Equity VIII sold 3,076,548 shares, Coinvestment VIII sold 365,626 shares, and Executive Fund VIII sold 234,884 shares, in each case, at a price per share of $9.512, pursuant to Rule 144 under the Securities Act of 1933, as amended, with a broker-dealer.

 

Following the sales described in this Amendment No. 3, as of November 7, 2023, the aggregate number of shares of Common Stock beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Amendment No. 3 and are incorporated herein by reference.

 

Following the sales described in this Amendment No. 3, as of November 7, 2023: THL Equity VIII is the direct beneficial owner of 6,142,612 shares of Common Stock; Parallel Fund VIII is the direct beneficial owner of 11,184,899 shares of Common Stock; Executive Fund VIII is the direct beneficial owner of 468,969 shares of Common Stock; Coinvestment VIII is the direct beneficial owner of 730,006 shares of Common Stock; Equity Fund VIII (D&B) is the direct beneficial owner of 3,998,617 shares of Common Stock; THL Managers VIII is the direct beneficial owner of 36,104 shares of Common Stock as a result of the transfer of vested equity awards. 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 Managers 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).

 

SIGNATURE

 

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated as of November 9, 2023
	THL HOLDCO, LLC
	/s/ Michael McDonnell
	Name:	Michael McDonnell
	Title:	Chief Financial Officer, Management Company
	THOMAS H. LEE ADVISORS, LLC
	By: THL Holdco, LLC
	Its: Managing Member
	/s/ Michael McDonnell
	Name:	Michael McDonnell
	Title:	Chief Financial Officer, Management Company
	THOMAS H. LEE PARTNERS, L.P.
	By: Thomas H. Lee Advisors, LLC
	Its: General Partner
	By: THL Holdco, LLC
	Its: Managing Member
	/s/ Michael McDonnell
	Name:	Michael McDonnell
	Title:	Chief Financial Officer, Management Company

	THL MANAGERS 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
	/s/ Michael McDonnell
	Name:	Michael McDonnell
	Title:	Chief Financial Officer, Management Company

	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
	/s/ Michael McDonnell
	Name:	Michael McDonnell
	Title:	Chief Financial Officer, Management Company

	THL EQUITY FUND VIII INVESTORS (D&B), L.P.
	By: THL Equity Advisors VIII
	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
	/s/ Michael McDonnell
	Name:	Michael McDonnell
	Title:	Chief Financial Officer, Management Company
	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
	/s/ Michael McDonnell
	Name:	Michael McDonnell
	Title:	Chief Financial Officer, Management Company

	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
	/s/ Michael McDonnell
	Name:	Michael McDonnell
	Title:	Chief Financial Officer, Management Company
	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
	/s/ Michael McDonnell
	Name:	Michael McDonnell
	Title:	Chief Financial Officer, Management Company
	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
	/s/ Michael McDonnell
	Name:	Michael McDonnell
	Title:	Chief Financial Officer, Management Company